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UNITED STATES
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
Date of Report (Date of earliest event reported) MARCH 28, 2000
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CREDENCE SYSTEMS CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 000-22366 94-2878499
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
215 FOURIER AVENUE, FREMONT, CALIFORNIA 94539
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (510) 657-7400
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NONE
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
On March 28, 2000, the Registrant issued a press release announcing the
execution of the definitive agreement for the registrant's acquisition of TMT,
Inc.
Item 7. Exhibits.
Press Release disseminated on March 28, 2000 announcing the execution
of the definitive agreement for the registrant's acquisition of TMT, Inc.
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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
(Registrant)
Date: March 28, 2000 By /s/ Graham J. Siddall
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Name: Graham J. Siddall
Title: Chief Executive Officer and President
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INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
99.1 Press Release disseminated on March 28, 2000 announcing the
registrant's acquisition of TMT, Inc.
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
News Release
CREDENCE CONTACT: CREDENCE PUBLIC RELATIONS CONTACT:
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Dennis Wolf Connie Graybeal
Executive Vice President and CFO Credence Systems Corporation
Credence Systems Corporation (510) 623-4774 or (510)623-2524 fax
(510) 623-7400 or (510) 623-2591 fax E-mail:[email protected]
E-mail: [email protected]
TMT COMPANY CONTACT:
Rich Okumoto
TMT, Inc.
(408) 730-5000 or (408) 730-5650 fax
E-mail: [email protected]
CREDENCE SIGNS DEFINITIVE AGREEMENT TO ACQUIRE LEADING COMMUNICATIONS TEST
SUPPLIER TMT, INC.
THE ACQUISITION ADDS COMPLEMENTARY TEST SOLUTIONS FOR THE COMMUNICATIONS DEVICE
MARKET.
FREMONT, Calif., March 28, 2000 - Credence Systems Corporation (Nasdaq
National Market: CMOS), a leading manufacturer of automatic test equipment (ATE)
for the worldwide semiconductor industry, today announced the signing of a
definitive agreement to acquire TMT, Incorporated. TMT of Sunnyvale, California
is a fast growing ATE supplier in the communications segment, which includes
cost-sensitive cell phone chips that require low-cost-of-test strategies. TMT
focuses on providing cost-effective test equipment for the high-volume
RF/wireless and linear mixed-signal semiconductor device markets and achieved
revenue of $13 million in the first fiscal quarter ended January 31, 2000. The
acquisition will be accounted for under the purchase method of accounting and is
subject to regulatory and other approvals. The purchase price is $80 million in
cash, adjusted for the assumption of TMT outstanding employee stock options.
TMT, located in Sunnyvale, California employs over 100 people and has been in
business since 1991.
ABOUT TMT
TMT, Inc. is a privately held company based in Sunnyvale, California, which
designs and manufactures cost-effective ATE for high-volume producers of
RF/wireless, mixed-signal, and linear
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semiconductor devices. The company has grown rapidly since its formation in
1991. In 1991, Deloitte & Touche ranked TMT the 16th fastest growing company in
Silicon Valley. In 1997, TMT won the prestigious "Best in Test" award from TEST
& MEASUREMENT WORLD and it was ranked number 4 in the 1999 VLSI Research
Customer Satisfaction Survey. More information is available at
http://www.tmt-inc.com.
ABOUT CREDENCE
Credence Systems Corporation is a leader in the manufacture of ATE for the
global semiconductor industry. Credence offers a wide range of products with
test capabilities for digital, mixed-signal, and non-volatile memory
semiconductors.
Utilizing its proprietary 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 Hillsboro, Oregon. Credence, an ISO 9001
certified manufacturer, is listed on the Nasdaq National Market under the symbol
CMOS. More information is available at http://www.credence.com.
SAFE HARBOR STATEMENT
Statements in this release that are forward-looking and involve known and
unknown risks and uncertainties may cause the Company's actual results in future
periods to be materially different from the future performance suggested. Such
factors include, but are not limited to, economic and currency instability in
the Asia Pacific region; fluctuation in customer demand, timing, and volume of
orders and shipments; competition and pricing pressures; reliability and quality
issues; the Company's ability to complete the development of its new products;
product mix; overhead absorption; cyclicality and downturns in the semiconductor
industry; continued dependence on "turns" orders to achieve revenue objectives;
ability to consummate the TMT acquisition, integration of acquired businesses;
the Company's ability to have an appropriate amount of production capacity in a
timely manner; the timing of new technology; product introductions; the risk of
early obsolescence; and the Company's ability to control expenses.
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
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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.
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Credence and Credence Systems are trademarks of Credence Systems Corporation.
Other trademarks that may be mentioned in this release are the intellectual
property of their respective owners.
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