SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CREDENCE SYSTEMS CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in charter)
DELAWARE 000-22366 94-2878499
- ----------------------------------------- ----------------- --------------------
(State of incorporation or organization) (Commission (IRS Employer
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
--------------------------
Securities to be registered pursuant to Section 12(b) of the Act:
NONE
- --------------------------------------------------------------------------------
(Title of Class)
Securities to be registered pursuant to Section 12(g) of the Act:
PREFERRED STOCK PURCHASE RIGHTS
- --------------------------------------------------------------------------------
(Title of Class)
<PAGE>
Item 5. Other Events.
-------------
On June 1, 1998 the Board of Directors of Credence Systems
Corporation, a Delaware corporation (the "Company"), declared a dividend of one
preferred share purchase right (a "Right") for each outstanding share of Common
Stock (the "Common Stock"), par value $0.01 per share, of the Company. The
dividend is payable on June 22, 1998 (the "Record Date") to the stockholders of
record on that date. Each Right entitles the registered holder to purchase from
the Company one one-thousandth of a share (a "Unit") of Series A Junior
Participating Preferred Stock, par value $0.001 per share (the "Series A
Preferred Stock"), of the Company at a price of $165.00 per Unit (the "Purchase
Price"), subject to adjustment. The description and terms of the Rights are set
forth in a Rights Agreement dated as of June 2, 1998 (the "Rights Agreement")
between the Company and BankBoston, N.A., as Rights Agent (the "Rights Agent").
Until the earlier to occur of (i) the close of business on the
first date of a public announcement that a person or group of affiliated or
associated persons (an "Acquiring Person") have acquired beneficial ownership of
15% or more of the outstanding Common Stock or (ii) 10 business days (or such
later date as may be determined by action of the Board of Directors prior to
such time as any Person becomes an Acquiring Person) following the commencement
of, or announcement of an intention to make, a tender offer or exchange offer
the consummation of which would result in the beneficial ownership by a person
or group of 15% or more of such outstanding Common Stock (the earlier of such
dates being called the "Distribution Date"), the Rights will be evidenced, with
respect to any of the Common Stock certificates outstanding as of the Record
Date, by such Common Stock certificate with a copy of this Summary of Rights
attached thereto.
The Rights Agreement provides that, until the Distribution
Date, the Rights will be transferred with and only with the Common Stock. Until
the Distribution Date (or earlier redemption or expiration of the Rights), new
Common Stock certificates issued after the Record Date, upon transfer or new
issuance of Common Stock will contain a notation incorporating the Rights
Agreement by reference. Until the Distribution Date (or earlier redemption or
expiration of the Rights), the surrender for transfer of any certificates for
Common Stock, outstanding as of the Record Date, even without such notation or a
copy of this Summary of Rights being attached thereto, will also constitute the
transfer of the Rights associated with the Common Stock represented by such
certificate. As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Rights Certificates") will be mailed to
holders of record of the Common Stock as of the Close of Business on the
Distribution Date and such separate Rights Certificates alone will evidence the
Rights.
The Rights are not exercisable until the Distribution Date.
The Rights will expire at the close of business on June 1, 2008 (the "Final
Expiration Date"), unless the Final Expiration Date is extended or unless the
Rights are earlier redeemed or exchanged by the Company, in each case as
described below.
The Purchase Price payable, and the number of Units of Series
A Preferred Stock or other securities or property issuable, upon exercise of the
Rights are subject to adjustment from time to time to prevent dilution (i) in
the event of a stock dividend on, or a subdivision, combination or
reclassification of, the Series A Preferred Stock, (ii) upon the grant to
holders of the Units of Series A Preferred Stock of certain rights or warrants
to subscribe for or purchase Units of Series A Preferred Stock at a price, or
securities convertible into Units of Series A Preferred Stock with a conversion
price, less than the then current market price of the Units of Series A
Preferred Stock or (iii) upon the distribution to holders of the Units of Series
A Preferred Stock of evidences of indebtedness or assets (excluding regular
periodic cash dividends paid out of earnings or retained earnings or dividends
payable in Units of Series A Preferred Stock) or of subscription rights or
warrants (other than those referred to above).
The number of outstanding Rights and the number of Units of
Series A Preferred Stock issuable upon exercise of each Rights are also subject
to adjustment in the event of a stock split of the Common Stock or a stock
dividend on the Common Stock payable in Common Stock or subdivisions,
consolidations or combinations of the Common Stock occurring, in any such case,
prior to the Distribution Date.
<PAGE>
Units of Series A Preferred Stock purchasable upon exercise of
the Rights will not be redeemable. Each Unit of Series A Preferred Stock will be
entitled to an aggregate dividend of 1,000 times the dividend declared per share
of Common Stock. In the event of liquidation, the holders of the Units of Series
A Preferred Stock will be entitled to an aggregate payment of 1,000 times the
payment made per share of Common Stock. Each Unit of Series A Preferred Stock
will have 1,000 votes, voting together with the Common Stock. Finally, in the
event of any merger, consolidation or other transaction in which shares of
Common Stock are exchanged, each Unit of Series A Preferred Stock will be
entitled to receive 1,000 times the amount received per share of Common Stock.
These rights are protected by customary anti-dilution provisions.
Because of the nature of the dividend, liquidation and voting
rights, the value of the Series A Preferred Stock, the Units of Series A
Preferred Stock purchasable upon exercise of each Rights should approximate the
value of one share of Common Stock.
In the event that, after the Rights become exercisable, the
Company is acquired in a merger or other business combination transaction with
an Acquiring Person or an affiliate thereof, or 50% or more of its consolidated
assets or earning power are sold to an Acquiring Person or an affiliate thereof,
proper provision will be made so that each holder of a Rights will thereafter
have the right to receive, upon exercise thereof at the then current exercise
price of the Rights, that number of shares of common stock of the acquiring
company which at the time of such transaction will have a market value of two
times the exercise price of the Rights.
In the event that any person or group of affiliated or
associated persons becomes the beneficial owner of 15% or more (or such greater
percentage amount as is held by Persons or groups on June 1, 1998; such greater
percentage limit to be permanently ratcheted downward as such Persons' or
group's percentage ownership may decrease from time to time) of the outstanding
shares of Common Stock, proper provision shall be made so that each holder of a
Right, other than Rights beneficially owned by the Acquiring Person (which will
thereafter be void), will thereafter have the right to receive upon exercise
that number of shares of Common Stock or Units of Series A Preferred Stock (or
cash, other securities or property) having a market value of two times the
exercise price of the Rights.
At any time after the acquisition by a person or group of
affiliated or associated persons of beneficial ownership of 15% or more (or such
greater percentage amount as is held by Persons or groups on June 1, 1998; such
greater percentage limit to be permanently ratcheted downward as such Persons'
or group's percentage ownership may decrease from time to time) of the
outstanding shares of Common Stock and prior to the acquisition by such person
or group of 50% or more of the outstanding Common Stock, the Board of Directors
of the Company may exchange the Rights (other than Rights owned by such person
or group which have become void), in whole or in part, at an exchange ratio of
one Unit of Series A Preferred Stock (subject to adjustment) which shall equal,
subject to adjustment to reflect stock splits, stock dividends and similar
transactions occurring after the date hereof, that number obtained by dividing
the Purchase Price by the then current per share market price per Unit of Series
A Preferred Stock on the earlier of (i) the date on which any Person becomes an
Acquiring Person and (ii) the date on which a tender or exchange offer is
announced by any Person, if upon consummation thereof such Person would be the
Beneficial Owner of 15% or more of the shares of Company Common Stock then
outstanding.
With certain exceptions, no adjustment in the Purchase Price
will be required until cumulative adjustments require an adjustment of at least
1% in such Purchase Price. No fractional shares of Series A Preferred Stock will
be issued (other than fractions which are integral multiples of one
one-thousandth of a share of Series A Preferred Stock, which may, at the
election of the Company, be evidenced by depositary receipts) and, in lieu
thereof, an adjustment in cash will be made based on the market price of the
Units of Series A Preferred Stock on the last trading day prior to the date of
exercise.
At any time on or prior to the close of business on the first
date of a public announcement that a person or group of affiliated or associated
persons acquire beneficial ownership of 15% or more (or such greater percentage
<PAGE>
amount as is held by Persons or groups on June 1, 1998; such greater percentage
limit to be permanently ratcheted downward as such Persons' or group's
percentage ownership may decrease from time to time) of the outstanding Common
Stock (unless the Board of Directors extends such ten-day period), the Board of
Directors of the Company may redeem the Rights in whole, but not in part, at a
price of $0.001 per Right (the "Redemption Price"). The redemption of the Rights
may be made effective at such time on such basis and with such conditions as the
Board of Directors in its sole discretion may establish. Immediately upon any
redemption of the Rights, the right to exercise the Rights will terminate and
the only right of the holders of Rights will be to receive the Redemption Price.
The Rights are also redeemable under other circumstances as specified in the
Rights Agreement.
The terms of the Rights may be amended by the Board of
Directors of the Company without the consent of the holders of the Rights except
that from and after a Distribution Date no such amendment may adversely affect
the interests of the holders of the Rights.
Until a Right is exercised, the holder thereof, as such, will
have no rights as a stockholder of the Company, including, without limitation,
the right to vote or to receive dividends.
The Rights have certain anti-takeover effects. The Rights will
cause substantial dilution to a person or group that attempts to acquire the
Company on terms not approved by the Company's Board of Directors, except
pursuant to an offer conditioned on a substantial number of Rights being
acquired. The Rights should not interfere with any merger or other business
combination approved by the Board of Directors since the Rights may be redeemed
by the Company at the Redemption Price prior to the occurrence of a Distribution
Date.
A form of the Rights Agreement, dated as of June 2, 1998
between the Company and the Rights Agent, specifying the terms of the Rights, is
attached hereto as an exhibit and is incorporated herein by reference. The
foregoing description of the Rights is qualified in its entirety by reference to
such exhibit.
Item 2. Exhibits.
---------
1.* Form of Rights Agreement, dated as of June 2, 1998, between the Company and
BankBoston, N.A., which includes the form of Certificate of Designation for
the Series A Junior Participating Preferred Stock as Exhibit A, the form of
Rights Certificate as Exhibit B and the Summary of Rights to Purchase
Series A Preferred Stock as Exhibit C. Pursuant to the Rights Agreement,
printed Right Certificates will not be mailed until as soon as practicable
after the earlier of (i) the close of business on the first date of a
public announcement that a person or group has acquired beneficial
ownership of 15% or more of the shares of Common Stock or (ii) the tenth
(10th) business day (or such later date as may be determined by action of
the Board of Directors) after a person commences, or announces its
intention to commence, a tender offer or exchange offer the consummation of
which would result in the beneficial ownership by a person or group of 15%
or more of the shares of Common Stock.
- ----------
* Incorporated by reference to Exhibit 4 to the Current Report on Form 8-K
filed by the Company on June 3, 1998.
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.
Credence Systems Corporation
DATE: June 18, 1998 By: /s/ Dennis P. Wolf
------------------
Name: Dennis P. Wolf
Title: Chief Financial Officer
<PAGE>
EXHIBIT INDEX
Exhibit
Number Document Description
- -------- --------------------
1.* Form of Rights Agreement, dated as of June 2,1998, between the Company and
BankBoston, N.A., which includes the form of Certificate of Designation for
the Series A Junior Participating Preferred Stock as Exhibit A, the form of
Rights Certificate as Exhibit B and the Summary of Rights to Purchase
Preferred Stock as Exhibit C. Pursuant to the Rights Agreement, printed
Right Certificates will not be mailed until as soon as practicable after
the earlier of (i) the close of business on the first date of a public
announcement that a person or group has acquired beneficial ownership of
15% or more of the shares of Common Stock or (ii) the tenth (10th) business
day (or such later date as may be determined by action of the Board of
Directors) after a person commences, or announces its intention to
commence, a tender offer or exchange offer the consummation of which would
result in the beneficial ownership by a person or group of 15% or more of
the shares of Common Stock..
- --------
* Incorporated by reference to Exhibit 4 to the Current Report on Form 8-K
filed by the Company on June 3, 1998.
