CREDENCE SYSTEMS CORP
8-K, 1998-05-20
INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS
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<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

                                MAY 19, 1998
                                ------------

              Date of Report (Date of earliest event reported)

                        CREDENCE SYSTEMS CORPORATION
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in charter)

        DELAWARE                      0-22366                     94-287849
- --------------------------------------------------------------------------------
(State or other jurisdiction   (Commission File Number)         (IRS Employer
    of incorporation)                                        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 5. Other Events.

        On May 19, 1998, the Registrant issued a press release reporting the 
financial results for its second fiscal quarter ended April 30, 1998.


Item 7. Exhibits.

        A copy of the Registrant's May 19, 1998 press release announcing its 
financial results for the second fiscal quarter ended April 30, 1998 is 
attached hereto as Exhibit 99.1 and incorporated herein by reference.
<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 hereunto duly authorized.


                                        (Registrant)

Date:  May 19, 1998                     By  /s/ Dennis Wolf
                                          -------------------------------------
                
                                        Name:  Dennis Wolf
                                        Title: Chief Financial Officer
<PAGE>
 
                              INDEX TO EXHIBITS

Exhibit No.             Description                                     Page
- ----------              -----------                                     ----

99.1                    Press Release disseminated May 19, 1998
                        regarding the Registrant's financial results 
                        for the second fiscal quarter ended 
                        April 30, 1998.


<PAGE>

                                                                  EXHIBIT 99.1

FOR IMMEDIATE RELEASE                                           NEWS RELEASE

For More Information Contact:

        ---------------------------------------------------------------
        Dr. Wilmer Bottoms           |          Dennis Wolf
        Chief Executive Officer      |          Chief Financial Officer
        (510) 657-7400               |          (510) 657-7400
        ---------------------------------------------------------------

       CREDENCE SYSTEMS REPORTS RESULTS FOR FISCAL 1998 SECOND QUARTER

        FREMONT, Calif. -- May 19, 1998 -- Credence Systems Corporation 
(Nasdaq NMS: CMOS) today reported results for its second quarter ended April 
30, 1998. Net sales for the second quarter of fiscal 1998 were $74.7 million, 
a decrease of 9 percent over the net sales of $82.4 million in the first 
quarter of fiscal 1998 and an increase of 72 percent over the net sales of 
$43.4 million in the second quarter of fiscal 1997. Net income for the second 
quarter of fiscal 1998 was $8.8 million, or $0.40 per diluted share, a 
decrease of 4 percent from the $9.2 million, or $0.41 per diluted share, 
recorded in the first quarter of fiscal 1998, and an increase of 167 percent 
from the $3.3 million or $0.15 per diluted share recorded in the second 
quarter of fiscal 1997.

        Credence's chairman and chief executive officer, Dr. Wilmer Bottoms, 
said, "Consistent with the rest of the industry, we experienced reduced 
revenue during our second fiscal quarter and we anticipate that such trend 
will continue to materially adversely affect our results of operations through
at least the third fiscal quarter. Although we were disappointed with this 
reduction, we were pleased with the improvement in our overall operating 
performance. Our operating income of 17.2 percent was the highest in seven 
consecutive quarters. We have managed through several industry slowdowns in 
the past and will continue to carefully manage our expenses in the current 
environment of declining revenues until we have visibility of a turnaround," 
stated Dr. Bottoms.

                                   -MORE-
<PAGE>
 
        Dr. Bottoms continued, "Over the course of the last few quarters, we 
have introduced several new products which should position us well when the 
industry cycle turns up."

        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 any future performance 
suggested in this release. Such factors include, but are not limited to, 
economic and currency instability in the Asia Pacific region, 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 and expenses associated with product developments 
and delays.

        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. The Company assumes 
no obligation to update the information in this press release.

        Credence Systems Corporation is a leader in the manufacture of 
automatic test equipment (ATE) for the worldwide semiconductor industry. 
Credence offers a wide range of products with test capabilities for digital, 
mixed-signal, and memory semiconductors. Utilizing its patented CMOS 
technologies, Credence products are designed to meet the strict time-to-market
and cost of ownership requirements of its customers.

        Headquartered in Fremont, California, the company maintains advanced 
production and design facilities in Beaverton, Oregon. Credence, an ISO 9001 
certified manufacturer, is listed on the Nasdaq National Market under the 
symbol CMOS. More information is available at www.credence.com.
                                              -----------------

        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.

                                   -MORE -














 
<PAGE>

<TABLE> 
<CAPTION> 
                        CREDENCE SYSTEMS CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                  (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                                 (UNAUDITED)

                                     Three Months             Prior Quarter          Six Months      
                                        Ended                    Ended                  Ended          
                                       April 30,               January 31,             April 30,        
                                -----------------------       -----------       ----------------------- 
                                 1998             1997           1998             1998           1997
                                -------         -------       -----------       --------        -------
<S>                             <C>             <C>           <C>               <C>             <C> 
Net sales                       $74,660         $43,355         $82,375         $157,035        $83,616
Cost of goods sold               31,664          18,374          35,438           67,102         37,813
                                -------         -------         -------         --------        -------
Gross margin                     42,996          24,981          46,937           89,933         45,803
Operating expenses:
Research and development         12,233           8,953          13,491           25,724         17,759
Selling, general and 
administrative                   17,931          11,989          20,308           38,239         23,420
                                -------         -------         -------         --------        -------
  Total operating expenses       30,164          20,942          33,799           63,963         41,179
                                -------         -------         -------         --------        ------- 
Operating income                 12,832           4,039          13,138           25,970          4,624 
Interest income and other                                                
 expenses, net                      200             874             958            1,158          1,901
                                -------         -------         -------         --------        -------
Income before income taxes       13,032           4,913          14,096           27,128          6,525
Income taxes                      4,290           1,627           4,934            9,224          2,185
Minority interest                   (45)             --             (29)             (74)            --
                                -------         -------         -------         --------        -------
Net income                      $ 8,787         $ 3,286         $ 9,191         $ 17,978        $ 4,340
                                =======         =======         =======         ========        =======
Net income per share/1/
  Basic                         $  0.41         $  0.15         $  0.42         $   0.83        $  0.20
                                =======         =======         =======         ========        =======
  Diluted                       $  0.40         $  0.15         $  0.41         $   0.81        $  0.20
                                =======         =======         =======         ========        =======
Number of shares used in
computing per share amount/1/
  Basic                          21,634          21,833          21,864           21,731         21,783
                                =======         =======         =======         ========        =======
  Diluted                        22,146          22,265          22,415           22,257         22,242
                                =======         =======         =======         ========        =======
</TABLE> 

/1/ Income per share amount for the three months ended April 30, 1997 has
    been restated to reflect the Company's adoption of Financial Accounting
    Standard No. 128.

                                  --MORE--



<PAGE>
 
                        CREDENCE SYSTEMS CORPORATION 
                   CONDENSED CONSOLIDATED BALANCE SHEETS 
                               (in thousands)

<TABLE> 
<CAPTION> 
                                                                    PRIOR QUARTER
                                                      APRIL 30,      JANUARY 31,     OCTOBER 31, 
                                                     ------------    ------------    ------------
                                                        1998            1998            1997
                                                     ------------    ------------    ------------
                                                      (unaudited)     (unaudited)
ASSETS
<S>                                                   <C>            <C>             <C> 
Current assets:
  Cash and cash equivalents                           $ 65,841         $88,667        $132,761

  Restricted cash                                        5,012           7,206          10,002 

  Short-term investments                                78,313          62,608          35,013

  Accounts receivable, net                              60,770          62,103          55,246

  Inventories                                           52,723          48,761          42,125

  Other current assets                                  13,900          14,552          13,001
                                                    ------------    ------------    ------------

    Total current assets                               276,559         283,897         288,148  

Long-term investments                                   27,980          17,396           8,561

Property and equipment, net                             45,930          44,497          43,050

Other assets                                            19,466          17,442          18,382
                                                    ------------    ------------    ------------

    Total assets                                      $369,935        $363,232        $358,141
                                                    ============    ============    ============

LIABILITIES AND STOCKHOLDERS'
EQUITY

Current liabilities:
  Accounts payable                                    $ 12,935        $ 14,386        $ 13,182
  
  Accrued liabilities                                   24,343          23,454          20,346
   
  Income taxes payable                                   4,331           6,476           4,284
                                                    ------------    ------------    ------------

    Total current liabilities                           41,609          44,316          37,812

Convertible subordinated notes                         115,000         115,000         115,000

Minority interest                                          312             366             418

Stockholders' equity                                   213,014         203,550         204,911
                                                    ------------    ------------    ------------

    Total liabilities and stockholders' equity        $369,935        $363,232        $358,141
                                                    ============    ============    ============

</TABLE> 

                                      ###




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