<PAGE>
FILED PURSUANT TO RULE 424(b)(3)
REGISTRATION NO. 333-39387
PROSPECTUS SUPPLEMENT NO. 1
(TO PROSPECTUS DATED DECEMBER 23, 1997)
$115,000,000
CREDENCE SYSTEMS CORPORATION
5 1/4% CONVERTIBLE SUBORDINATED NOTES DUE 2002
INTEREST PAYABLE MARCH 15 AND SEPTEMBER 15
AND SHARES OF COMMON STOCK
ISSUABLE UPON CONVERSION THEREOF
This Prospectus Supplement (this "Supplement") related to $115,000,000
aggregate principal amount of 5 1/4% Convertible Subordinated Notes due 2002
(the "Notes") of Credence Systems Corporation, a Delaware corporation
(together with its subsidiaries, "Credence" or the "Company"), and the shares
of common stock, par value of $.001 per share, of the Company (the "Common
Stock") which are issuable upon conversion of the Notes (the "Shares"). The
Notes and the Shares that are being registered hereby are to be offered for
the account of the holders thereof (the "Selling Securityholders"). The Notes
were originally issued in a private placement consummated in September 1997.
This Supplement is not complete without, and may not be delivered or utilized
except in connection with, the prospectus dated December 23, 1997, as amended
and supplemented to date (the "Prospectus"). All capitalized terms used but
not defined in this Supplement shall have the meanings given them in the
Prospectus.
SELLING SECURITYHOLDERS
Set forth below, to the Company's knowledge, are the names of certain
Selling Securityholders who were not specifically identified in the
Prospectus, the principal amount of Notes that may be offered by such Selling
Securityholders pursuant to this Prospectus, the percentage of Notes held by
such Selling Securityholders and the number of Shares into which such Notes
are convertible.
The following table sets forth certain information as of May 4, 1998.
However, any or all of the Notes or Shares listed below may be offered for
sale pursuant to this Prospectus by the Selling Securityholders from time to
time. Accordingly, no estimate can be given as to the amounts of Notes or
Shares that will be held by the Selling Securityholders upon consummation of
any such sales. In addition, the Selling Securityholders identified below may
have sold, transferred, or otherwise disposed of all or a portion of their
Notes since the date on which the information regarding their Notes was
provided, in transactions exempt from the registration requirements of the
Securities Act. The table of Selling Securityholders in the Prospectus is
hereby amended to include the following Selling Securityholders:
<TABLE>
<CAPTION>
NUMBER OF SHARES
AGGREGATE PRINCIPAL OF COMMON STOCK
AMOUNT OF NOTES PERCENTAGE OF THAT MAY BE
BENEFICIAL HOLDER THAT MAY BE SOLD NOTES OUTSTANDING SOLD(1)
- ----------------- ------------------- ----------------- ----------------
<S> <C> <C> <C>
Abecassis, Michel...................... $ 50,000 * 723
Arkansas PERS.......................... 1,015,000 * 14,678
Bankers Trust International............ 10,000,000 8.7 144,613
Chauvaud, Dominique.................... 20,000 * 289
The Common Fund FAO Absolute Return
Fund.................................. 160,000 * 2,313
Dolipar Sarl........................... 30,000 * 433
Fidelity Financial Trust:
Fidelity Convertible Securities Fund. 16,000,000 13.9 231,381
Forest Alternative Strategies Fund II
LP Series BB.......................... 49,000 * 708
Forest Global Convertible Fund Series
B-1................................... 50,000 * 723
Forest Global Convertible Fund Series
B-2................................... 40,000 * 578
</TABLE>
(Table continued on following page)
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(Continued from previous page)
<TABLE>
<CAPTION>
NUMBER OF SHARES
AGGREGATE PRINCIPAL OF COMMON STOCK
AMOUNT OF NOTES PERCENTAGE OF THAT MAY BE
BENEFICIAL HOLDER THAT MAY BE SOLD NOTES OUTSTANDING SOLD(1)
- ----------------- ------------------- ----------------- ----------------
<S> <C> <C> <C>
Forest Global Convertible
Fund Series B-3.......... $ 55,000 * 795
Forest Global Convertible
Fund Series B-5.......... 55,000 * 795
Forest Performance Fund... 41,000 * 592
Forest Performance
Greyhound................ 55,000 * 795
Foundation Account No. 1.. 360,000 * 5,206
Fox Family FDN DTD
10/10/87................. 30,000 * 433
Fox Family Portfolio
Partnership.............. 125,000 * 1,807
Helix Convertible
Opportunities Fund LTD... 730,000 * 10,556
Helix Convertible
Opportunities, L.P....... 1,110,000 1.0 16,052
ICI American Holdings
Trust.................... 355,000 * 5,133
Israel, Jacques........... 30,000 * 433
LeCaplain, Juliette....... 40,000 * 578
LLC Account No. 1......... 160,000 * 2,313
Motor Insurance
Corporation.............. 1,432,000 1.2 20,708
Navesink Equity Derivative
Fund LDC................. 1,500,000 1.3 21,691
Pretre, Dorothee.......... 30,000 * 433
PRIM Board................ 1,400,000 1.2 20,245
Renaut, Roberte........... 40,000 * 578
Second National Bank of
Warren TTEE for the
Raymond J. Wean Foundation
11/28/49................. 100,000 * 1,446
Shepherd Investments
International, Ltd. ..... 1,125,000 1.0 16,268
Shepherd Management
Services................. 60,000 * 867
Simpson Group Retirement
Fund..................... 260,000 * 3,759
Societe Generale
Securities L.P. ......... 6,050,000 5.3 87,490
Stark International....... 1,125,000 1.0 16,268
State of Delaware PERS.... 885,000 * 12,798
State of Oregon PERS...... 4,000,000 3.5 57,845
State of Oregon/SAIF
Corporation.............. 4,000,000 3.5 57,845
Ste Doligers.............. 20,000 * 289
United National Insurance
Company.................. 100,000 * 1,446
Winchester Convertible
Plus Ltd. ............... 480,000 * 6,941
Worldwide Transactions
LTD...................... 120,000 * 1,735
WR Investment Partners.... 60,000 * 867
Zeneca Holdings Trust..... 355,000 * 5,133
</TABLE>
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* Less than 1%.
(1) Assumes a conversion price of $69.15 per share and a cash payment in lieu
of any fractional share interest.
The preceding table has been prepared based upon information furnished to
the Company by the above Selling Securityholders. From time to time,
additional information concerning ownership of the Notes and Shares may rest
with certain holders thereof not named in the preceding table, with whom the
Company believes it has no affiliation.
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS JUNE 5, 1998
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