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FILED PURSUANT TO RULE 424(b)(3)
Registration No. 333-39387
PROSPECTUS SUPPLEMENT NO. 3
(TO PROSPECTUS DATED DECEMBER 23, 1997)
$115,000,000
CREDENCE SYSTEMS CORPORATION
CONVERTIBLE SUBORDINATED NOTES
AND SHARES OF COMMON STOCK
This Prospectus Supplement relates to Notes and shares of common stock of
the Company issuable upon conversion of the Notes. The Notes and the shares
are to be offered for the account of the Selling Securityholders. This
Supplement is not complete without the Prospectus dated December 23, 1997, as
amended and supplemented to date. All capitalized terms used in this
Supplement 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 December 21, 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>
Putnam Convertible
Income-Growth Trust.... $3,000,000 2.6% 43,383
Putnam High Income
Convertible and Bond
Fund................... $2,000,000 1.7 28,922
Reliant Trading......... $ 250,000 * 3,615
Tennessee Consolidated
Retirement System...... $6,625,000 5.7% 95,806
</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 JANUARY 12, 1999
