<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
FEBRUARY 17, 1998
______________________________
Date of Report (Date of earliest event reported)
CREDENCE SYSTEMS CORPORATION
___________________________________________________
(Exact name of registrant as specified in charter)
DELAWARE 0-22366 94-2878499
________________________________________________________________________________
(State or other jurisdiction (Commission (IRS Employer
of incorporation) 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
__________________________
N/A
________________________________________________________________________________
(Former name or former address, if changed since last report.)
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Item 5. Other Events.
On February 17, 1998, the Registrant issued a press release reporting
the financial results for its first quarter ended January 31, 1998.
Item 7. Exhibits.
A copy of the Registrant's press release announcing its financial
results for the first quarter ended January 31, 1998 is attached hereto as
Exhibit 99.1 and incorporated herein by reference.
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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.
CREDENCE SYSTEMS CORPORATION
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(Registrant)
Date: February 23, 1998 By /s/ Jerry Bruce
-----------------
Name: Jerry Bruce
Title: Acting Chief Financial Officer, Vice
President and Controller
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INDEX TO EXHIBITS
Exhibit No. Description Page
----------- ----------- ----
99.1 Press Release disseminated February 17, 1998
regarding the Registrant's financial results
for the first quarter ended January 31, 1998.
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EXHIBIT 99.1
[LETTERHEAD OF CREDENCE SYSTEMS CORPORATION]
FOR MORE INFORMATION CONTACT
Bill Bottoms John Root
Chief Executive Officer Investor Relations
(510) 657-7400 (510) 657-7400
NEWS RELEASE
------------
CREDENCE SYSTEMS REPORTS RESULTS FOR FISCAL 1998 FIRST QUARTER
FREMONT, Calif.--February 17, 1998--Credence Systems Corporation
(Nasdaq NMS: CMOS) today reported results for its first quarter ended January
31, 1998. Net sales for the first quarter of fiscal 1998 were a record $82.4
million, an increase of 19 percent and 105 percent over the net sales of $69.4
million in the fourth quarter of fiscal 1997 and $40.3 million in the first
quarter of fiscal 1997, respectively. Net income for the first quarter of
fiscal 1998 was $9.2 million or $0.41 per diluted share, an increase of 27
percent from the $7.3 million or $0.32 per diluted share recorded in the
fourth quarter of fiscal 1997, and an increase of 772 percent from the $1.1
million or $0.05 per diluted share recorded in the first quarter of fiscal
1997.
Credence's chairman and chief executive officer, Dr. Wilmer Bottoms,
said, "We were very pleased with the results of the first quarter of fiscal
1998. Business trends held up well, particularly in the Asia Pacific region.
Revenues increased for the fourth sequential quarter and represented the highest
quarterly total in Company history. Bookings were also solid with a book to bill
ratio in excess of 1:1."
Dr. Bottoms continued, "During the quarter we announced and completed a
stock repurchase program of 500,000 shares, expending $12.8 million to offset
potential future dilution of our earnings from our employee stock purchase plan
and stock option plans."
--MORE--
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CREDENCE SYSTEMS REPORTS RESULTS FOR FISCAL 1998 FIRST QUARTER PAGE 2
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, 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.
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 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.
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 listed on the Nasdaq National
Market under the symbol CMOS and can be found on the World Wide Web 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.
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CREDENCE SYSTEMS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
(UNAUDITED) (UNAUDITED)
THREE MONTHS PRIOR QUARTER
ENDED ENDED
JAN. 31, OCT.31,
--------------------- -------------
1998 1997 1997
--------- ---------- -------------
<S> <C> <C> <C>
Net sales $82,375 $40,261 $69,394
Cost of goods sold 35,438 19,439 30,505
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Gross margin 46,937 20,822 38,889
Operating expenses:
Research and development 13,491 8,806 10,334
Selling, general and
administrative 20,308 11,431 17,752
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Total operating expenses 33,799 20,237 28,086
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Operating income 13,138 585 10,803
Interest income and
other expenses, net 958 1,027 255
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Income before income taxes 14,096 1,612 11,058
Income taxes 4,934 558 3,804
Minority interest (29) -- 4
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Net income $ 9,191 $ 1,054 $ 7,250
======== ========= ===========
Net income per share/1/
Basic $0.42 $0.05 $0.33
======== ========= ===========
Diluted $0.41 $0.05 $0.32
======== ========= ===========
Number of shares used in
computing per share
amount/1/
Basic 21,864 21,733 21,949
======== ========= ===========
Diluted 22,415 22,215 22,871
======== ========= ===========
</TABLE>
/1/ Income per share amount for the three months ended January 31,
1997, and the quarter ended October 31, 1997, have been restated to
reflect the Company's adoption of Financial Accounting Standard
No. 128.
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CREDENCE SYSTEMS CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
JANUARY 31, OCTOBER 31,
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1998 1997
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(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 88,667 $132,761
Restricted cash 7,206 10,002
Short-term investments 62,608 35,013
Accounts receivable, net 62,103 55,246
Inventories 48,761 42,125
Other current assets 14,552 13,001
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Total current assets 283,897 288,148
Long-term investments 17,396 8,561
Property and equipment, net 44,497 43,050
Other assets 17,442 18,382
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Total assets $363,232 $358,141
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LIABILITIES AND STOCKHOLDERS'
EQUITY
Current liabilities:
Accounts payable $ 14,386 $ 13,182
Accrued liabilities 23,454 20,346
Income taxes payable 6,476 4,284
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Total current liabilities 44,316 37,812
Convertible subordinated notes 115,000 115,000
Minority interest 366 418
Stockholders' equity 203,550 204,911
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Total liabilities and
stockholders' equity $363,232 $358,141
========== =========
</TABLE>
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