CREDENCE SYSTEMS CORP
8-K, 2000-01-31
INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS
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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)       JANUARY 27, 2000
                                                   --------------------

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


        DELAWARE                      000-22366                   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
                                                      ------------------

                                      NONE
- --------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)

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Item 5.  Other Events.

         On January 27, 2000, the Registrant issued a press release announcing
the filing of a registration statement for a proposed follow-on offering of
common stock.

Item 7.  Exhibits.

         Press Release disseminated on January 27, 2000 announcing the filing by
Registrant of a registration statement for a proposed follow-on offering of
common stock.

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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:  January 27, 2000                       By   /s/ Dennis P. Wolf
                                              ----------------------------

                                              Name:    Dennis P. Wolf
                                              Title:   Executive Vice President,
                                                       Chief Financial Officer
                                                       and Secretary

<PAGE>

                                INDEX TO EXHIBITS

      EXHIBIT NO.                        DESCRIPTION
      -----------                        -----------

          99.1     Press Release disseminated on January 27, 2000 announcing the
                   filing by Registrant of a registration statement for a
                   proposed follow-on offering of common stock.


<PAGE>

                                                                    EXHIBIT 99.1
For More Information Contact:

         Connie Graybeal
         Credence Systems Corporation
         (510) 623-4774 or (510) 623-2524
         E-mail: [email protected]


         CREDENCE SYSTEMS CORPORATION FILES REGISTRATION STATEMENT FOR
                             COMMON STOCK OFFERING

         FREMONT, Calif., January 27, 2000 - Credence Systems Corporation
(Nasdaq National Market: CMOS) announced today that it has filed a registration
statement with the Securities and Exchange Commission for a proposed offering of
2,000,000 primary shares of its common stock. The offering will be underwritten
by Salomon Smith Barney Inc., Credit Suisse First Boston Corporation and SG
Cowen Securities Corporation.

         The Company has granted the underwriters an option to purchase up to an
additional 300,000 shares, to cover the underwriters' over-allotments, if any.

         The net proceeds to the Company will be used for working capital and
general corporate purposes. In addition, a portion of the net proceeds may also
be used to acquire complementary assets, technologies and businesses.

         A copy of the preliminary prospectus may be obtained when available
from Salomon Smith Barney Inc., Syndicate Department, 390 Greenwich Street, 3rd
Floor, New York, NY 10013, Credit Suisse First Boston Corporation, Eleven
Madison Avenue, New York, NY 10010 or SG Cowen Securities Corporation,
Prospectus Department, 1 Financial Square, New York, NY 10005.

         A registration statement relating to these securities has been filed
with the Securities and Exchange Commission but has not yet become effective.
These securities may not be sold nor may offers to buy be accepted prior to the
time the registration statement becomes effective. This news release shall not
constitute an offer to sell or the solicitation of an offer to buy, nor shall
there be any sale of these securities in any State in which such offer,
solicitation, or sale would be unlawful prior to registration or qualification
under the securities laws of any such State.

         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 Hillsboro, Oregon. Credence, an ISO 9001
certified manufacturer, is listed on the Nasdaq National Market under the symbol
CMOS.

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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