CREDENCE SYSTEMS CORP
8-K, 1999-07-22
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

                                 July 20, 1999
                                 -------------
                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 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 July 20, 1999, the Registrant issued a press release announcing the
acquisition by Fluence Technology, Inc., a wholly owned subsidiary of the
Registrant, of Opmaxx, Inc.


Item 7.  Exhibits.

         Copy of the Registrant's July 20, 1999  press release announcing the
acquisition by Fluence Technology, Inc., a wholly owned subsidiary of the
Registrant, of Opmaxx, Inc. is attached hereto as Exhibits 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.


                                       CREDENCE SYSTEMS CORPORATION
                                       ----------------------------
                                       (Registrant)


Date:  July 21, 1999                   By  /s/Dennis P. Wolf
                                          -------------------

                                       Name:   Dennis P. Wolf
                                       Title:  Co-President and
                                       Chief Financial Officer
<PAGE>

                               INDEX TO EXHIBITS

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

       99.1            Press Release disseminated on July 20, 1999 announcing
                       the acquisition by Fluence Technology, Inc., a wholly
                       owned subsidiary of the Registrant, of Opmaxx, Inc.

<PAGE>

                                                                    EXHIBIT 99.1
FOR IMMEDIATE RELEASE
- ---------------------

For more information,contact:

Mike Kondrat                               Andrea Bruce or Eileen Drake
Fluence Technology                         KVO Public Relations
(503) 672-8734                             (503) 221-1551 [email protected]
[email protected]                          [email protected]

               Fluence Technology to Acquire Analog/Mixed-Signal
                         Technology Leader Opmaxx Inc.

    Design and Test Leaders Join Forces Providing Industry's Comprehensive
             Development Platform for Analog/Mixed Signal Systems

Beaverton, Ore. -- July 20, 1999 -- Fluence Technology, Inc.(TM) today announced
that it is exercising its right to acquire analog design and test automation
leader, Opmaxx(TM), Inc. of Beaverton, Oregon. This acquisition is intended to
maximize Fluence's ability to deliver leading-edge solutions for integrating
design, test and manufacturing of analog/mixed-signal systems. The transaction
is expected to close within 60 days and it is subject to standard closing
conditions. The acquisition will be accounted for under the purchase method of
accounting. Other terms were not disclosed.

Fluence brings test automation solutions and Opmaxx brings analog design
optimization, built-in-self-test (BIST) and fault analysis technology to
Fluence. Combined, Fluence is the provider of one of the industry's most
comprehensive set of solutions to help engineers improve mixed-signal system
quality while reducing the cost and time for manufacturing test.

"The convergence of wireless communication and computer and consumer products is
fueling the fast-growing demand for analog/mixed-signal design and test tools,"
said John DiGirolamo, Fluence president and CEO. "Merging Opmaxx' and Fluence's
leading-edge technologies will provide the multi-level analog/mixed-signal
development platform needed to achieve first-pass design success at minimized
test costs."
<PAGE>

Fluence Acquires Opmaxx
7/20/99
Page 2 of 3


"This move makes tremendous sense for both our companies and our customers,"
said Doug Goodman, Opmaxx president and co-founder. "The synergy between Fluence
and Opmaxx is great as we have very complementary product lines. Since forming
our strategic relationship with Fluence last year, we have experienced
tremendous momentum and are looking forward to officially combining forces."

Following the merger, Goodman will assume the role of chief operating officer
and Oregon site manager for Fluence Technology. Opmaxx co-founder and chief
technology officer, Dr. Bozena Kaminska, will serve as chief technology officer
at Fluence Technology. Both will join DiGirolamo as members of the executive
management for Fluence Technology. The two companies merged locations and sales
forces in October of 1998. This is the final step towards merging these two
companies and the headquarters will remain at 8700 S.W. Creekside Place,
Beaverton, Oregon.

Fluence Technology Brings New Level of Integration Between Design and Test
The pending acquisition of Opmaxx, Inc. supports Fluence Technology's business
strategy, which is to provide products and services that meet the escalating
demand for integrated mixed-signal design and test solutions. This strategy
directly addresses the elusive time-to-market metric with integrated software
tools and test intellectual property (TIP), covering digital, analog and mixed-
signal design and test automation issues. At issue are system development needs
such as standards, predictability, accuracy and performance within an
increasingly complex design environment.

Supporting its vision for providing the market with a unified flow from design
to test for mixed-signal systems, Fluence will continue its leadership efforts
in providing standards and supporting open interfaces to industry-standard tools
like Verilog/VHDL/SPICE and the newly emerging Verilog A and VHDL-AMS. When
combined with Opmaxx, Fluence plans to lead the proposed STIL mixed-signal sub-
group of the IEEE 1450 standards effort. Fluence is also engaged in providing a
common environment for all of its BIST products.
<PAGE>

Fluence Acquires Opmaxx
7/20/99
Page 3 of 3

Opmaxx was founded in 1996 as the industry leader in analog design and test
automation, and has been the recipient of Test and Measurement World's 1998
"Best in Test" award and EDN Magazine's "Top 10 Emerging Companies." Opmaxx's
chief technical officer, Dr. Bozena Kaminska, was named "Innovator of the Year"
by EDN Magazine in 1998. Opmaxx serves customers in the U.S., Europe and Japan.

Fluence Technology, a wholly owned subsidiary of Credence Systems Corporation
(NASDAQ: CMOS), formerly known as TSSI, was founded in 1979, and is a leading
provider of mixed-signal design and test automation software technology and
solutions. Fluence provides an integrated development environment between ASIC,
EDA and ATE suppliers. More than 250 of the world's top electronics companies
reduce time-to-market by using Fluence's innovative products, services and
support. Fluence headquarters are located in Beaverton, Oregon, with sales
offices and distributors throughout the world. Please visit the company's web
site at http://www.fluence.com or contact us at: [email protected].

                              ###

Trademarks mentioned in this release are the intellectual property of their
respective owners.

(C) 1999 Fluence. All rights reserved.


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