<PAGE>
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
December 4, 1997
------------------------------------------------
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
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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.)
<PAGE>
Item 5. Other Events.
On December 4, 1997, the Registrant issued a press release announcing
that Richard Y. Okumoto, resigned from his positions as Executive Vice President
and Chief Financial Officer of the Registrant effective as of December 3, 1997,
and that Jerry Bruce, the Registrant's Vice President and Controller, will serve
as the acting Chief Financial Officer.
On December 4, 1997, the Registrant also issued a press release
reporting the financial results for its fourth quarter and the fiscal year ended
October 31, 1997.
On December 12, 1997, the Registrant issued a press release announcing
the adoption of a stock repurchase program pursuant to which the Registrant's
Board of Directors approved the repurchase of up to 500,000 shares of the
Registrant's Common Stock in the open market at prevailing market prices for a
period of up to twelve months.
Item 7. Exhibits
A copy of the Registrant's press release announcing the resignation of
Mr. Okumoto is attached hereto as Exhibit 99.1 and incorporated herein by
reference. A copy of the Registrant's press release announcing its financial
results for the fourth quarter and fiscal year ended October 31, 1997 is
attached hereto as Exhibit 99.2 and incorporated herein by reference. A copy of
the Registrant's press release announcing its stock repurchase program is
attached hereto as Exhibit 99.3 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: December 17, 1997 By /s/ Jerry Bruce
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Name: Jerry Bruce
Title: Acting Chief Financial
Officer, Vice President
and Controller
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description Page
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<S> <C> <C>
99.1 Press Release disseminated December 4, 1997
regarding the resignation of Richard Y. Okumoto
99.2 Press Release disseminated December 4, 1997
regarding the Registrant's financial results
for the fourth quarter and fiscal year ended
October 31, 1997.
99.3 Press Release disseminated December 12, 1997
regarding the Registrant's Stock Repurchase Program.
</TABLE>
<PAGE>
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
News Release
For More Information Contact
Bill Bottoms John Root
Chief Executive Officer Investor Relations
(510) 657-7400 (510) 657-7400
CREDENCE SYSTEMS REPORTS RESIGNATION OF CHIEF FINANCIAL OFFICER
FREMONT, Calif.--December 4, 1997--Credence Systems Corporation (Nasdaq
NMS: CMOS) announced that Richard Y. Okumoto, executive vice president and
chief financial officer for Credence Systems Corporation, has resigned his
position as executive vice president and chief financial officer effective
December 3, 1997 and will begin serving as a consultant to the company through
June 1998. Mr. Okumoto has accepted a position with broader responsibilities in
a company outside the automatic test equipment industry. Mr. Jerry Bruce,
Credence's vice president and controller, will serve as the acting chief
financial officer.
"Rich has done an excellent job as chief financial officer of Credence
and I am pleased that he has accepted a consulting role with us," said Dr.
Wilmer R. Bottoms, Credence's chairman and chief executive officer. "We regret
Rich's decision to move on, but understand his decision to pursue this
opportunity. Fortunately, with the strong management team we have in place, our
strategy and execution will stay on course."
Mr. Henk Evenhuis, a member of Credence's board of directors since 1993
and former chief financial officer of Lam Research Corporation, will also take
a more active role during the transition on an as needed basis, including the
search for a new chief financial officer.
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
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CREDENCE SYSTEMS REPORTS RESIGNATION OF CHIEF FINANCIAL OFFICER PAGE 2
range of products with test capabilities for digital, mixed-signal and
non-volatile memory semiconductors. Credence uses its proprietary CMOS
technologies to design products that provide a lower cost of ownership while
meeting the increasingly demanding 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, Credence Systems, are trademarks of Credence Systems Corporation.
Other trademarks mentioned in this release are the intellectual property of
their respective owners.
<PAGE>
EXHIBIT 99.2
FOR IMMEDIATE RELEASE
News Release
For More Information Contact
Bill Bottoms John Root
Chief Executive Officer Investor Relations
(510) 657-7400 (510) 657-7400
CREDENCE SYSTEMS REPORTS RESULTS FOR FOURTH QUARTER AND FISCAL YEAR 1997
FREMONT, Calif.--December 4, 1997--Credence Systems Corporation (Nasdaq
NMS: CMOS) today reported results for its fourth quarter and fiscal year ended
October 31, 1997.
Net sales for the fourth quarter were $69.4 million, an increase of 57
percent over the $44.2 million reported for the fourth quarter of fiscal 1996.
Net income was $7.3 million or $0.32 per share, an increase of 69 percent and 60
percent respectively from $4.3 million or $0.20 per share in the fourth quarter
of fiscal 1996.
For fiscal 1997, net sales were $204.1 million, a decrease of 15 percent
from the $238.8 million reported for fiscal 1996. Net income of $10.7 million or
$0.47 per share, decreased 72 percent and 73 percent respectively, from the
$37.7 million or $1.72 per share achieved in the prior year.
Credence's chairman and chief executive officer, Dr. Wilmer Bottoms
said, "Fiscal 1997 was a good year for Credence. We achieved significant
bookings for the year which allowed our backlog at October 31, 1997 to be
approximately double the amount at the end of fiscal 1996, despite industry
conditions in 1997. We continued to invest in new products, new markets and our
product quality in 1997. We introduced several new products including the
ValStar 2000, the first system designed specifically to provide the performance
and cost structure required for volume production of high pin count VLSI devices
and the Kalos Flash memory test system featuring the industry's first Tester-on-
A-Card architecture. We confirmed our commitment to our DUO product family by
introducing the DUO SX, a high speed 200 Mhz version of our
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CREDENCE SYSTEMS REPORTS RESULTS FOR FOURTH QUARTER AND FISCAL YEAR 1997 p.2
standard 100 Mhz DUO system, the DUO LFI system which will target testing of
complex audio devices, and the DUO RF system which is the first fully integrated
VLSI tester to combine high-performance digital and radio frequency testing in
the same platform. We also introduced the SC 312 tester, a higher speed and more
accurate version of our SC digital series testers."
Dr. Bottoms added, "We were also pleased that we were able to achieve
ISO 9001 certification during the year, meeting an international set of
guidelines for quality management which attests to our commitment to quality and
our internal quality infrastructure. We also expanded our global infrastructure
to better serve the worldwide needs of our customers. Our September 1997
convertible subordinated notes offering of $115 million strengthened our balance
sheet and cash position. We begin fiscal 1998 with the products, the people, and
the financial strength to improve net sales and to continue to provide
productivity and cost advantages for our customers' integrated circuit test
requirements."
Statements in this release that are forward looking involve known and
unknown risks and uncertainties, which may cause the Company's actual results in
future periods to be materially different from the future performance suggested
in this release. Such factors include, but are not limited to, fluctuation in
customer demand, timing, and volume orders and shipments, competition and
pricing pressures, reliability and quality issues, product mix, underabsorption
of overhead, cyclicality in the semiconductor industry, continued dependence on
"turns" orders to achieve revenue objectives, the Company's ability to have an
appropriate amount of production capacity in a timely manner, the timing of new
technology and product introductions and the risk of early obsolescence.
Further, the Company operates in an industry sector where securities
values are highly volatile and may be influenced by economic and other factors
beyond the Company's control. Reference is made to the discussion of risk
factors detailed in the Company's filings with the Securities and Exchange
Commission, including its reports on Form 10-K and 10-Q.
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 uses its proprietary CMOS technologies to design products that provide
a lower cost of ownership while meeting the increasingly demanding requirements
of today's ATE market. The company is
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CREDENCE SYSTEMS REPORTS RESULTS FOR FOURTH QUARTER AND FISCAL YEAR 1997 P.3
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.
<PAGE>
CREDENCE SYSTEMS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
(unaudited)
Three Months Ended Year Ended
October 31, October 31,
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1997 1996 1997 1996
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Net Sales $69,394 $44,202 $204,092 $238,788
Cost of goods sold 30,505 19,018 89,956 97,010
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Gross Margin 38,889 25,184 114,136 141,778
Operating Expenses:
Research and development 10,334 8,124 37,350 35,442
Selling, general and
administrative 17,752 11,406 55,701 52,002
In-process research and
development -- -- 6,022 --
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Total operating expenses 28,086 19,530 99,073 87,444
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Operating income 10,803 5,654 15,063 54,334
Interest income, net 255 843 3,167 3,933
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Income before income taxes 11,058 6,497 18,230 58,267
Income taxes 3,804 2,209 7,531 20,564
Minority interest 4 -- 6 --
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Net income $ 7,250 $ 4,288 $ 10,693 $ 37,703
======= ======= ======== ========
Net income per share $ 0.32 $ 0.20 $ 0.47 $ 1.72
======= ======= ======== ========
Number of shares used in
per share calculations 22,871 21,939 22,539 21,930
======= ======= ======== ========
</TABLE>
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CREDENCE SYSTEMS CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
October 31,
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1997 1996
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ASSETS
Current assets:
Cash and cash equivalents $132,761 $ 48,649
Restricted cash 10,002 --
Short-term investments 35,013 37,643
Accounts receivable, net 55,246 49,025
Inventories 42,125 35,721
Other current assets 13,001 6,845
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Total current assets 288,148 177,883
Long-term investments 8,561 4,284
Property and equipment, net 43,050 32,764
Other assets 18,237 8,111
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Total assets $357,996 $223,042
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 13,182 $ 13,842
Accrued liabilities 20,346 17,829
Income taxes payable 3,415 1,589
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Total current liabilities 36,943 33,260
Convertible subordinated notes 114,855 --
Minority interest 418 --
Stockholders' equity 205,780 189,782
-------- --------
Total liabilities and stockholders' equity $357,996 $223,042
======== ========
# # #
<PAGE>
EXHIBIT 99.3
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 ANNOUNCES STOCK REPURCHASE PROGRAM
FREMONT, Calif. -- December 12, 1997 -- Credence Systems Corporation
(Nasdaq:CMOS), a leading manufacturer of automatic test equipment (ATE) for the
worldwide semiconductor industry, today announced a stock repurchase program to
repurchase up to 500,000 shares of its outstanding common stock. Credence plans
to make such a purchases in the open market at prevailing prices over the next
twelve (12) months.
Dr. Wilmer R. Bottoms, chief executive office of Credence stated, "The
Company's repurchase will be used to offset dilution from the company's employee
stock repurchase plan and stock option plans."
Credence will effect such purchases pursuant to the rules and
regulations of the Securities and Exchange Commission.
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 redefine test with products that
are designed to solve its customers' business problems through technology 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 ISO 9001 certified and is listed on the Nasdaq
National Market under the symbol CMOS. Additional information can be found on
the World Wide Web at
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<PAGE>
CREDENCE SYSTEMS CORPORATION ANNOUNCES STOCK REPURCHASE PROGRAM Page 2
http://www.credence.com
###
Credence and Credence Systems are trademarks of Credence System Corporation.
Other trademarks that may be mentioned in this release are the intellectual
property of their respective owners.
