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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 13, 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 (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
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 13, 2000, the Registrant issued a press release announcing the
signing of a Letter of Intent to acquire TMT, Inc.
Item 7. Exhibits.
Press Release disseminated on March 13, 2000 announcing the signing of
a Letter of Intent to acquire 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
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(Registrant)
Date: March 13, 2000 By /s/ Dennis P. Wolf
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Name: Dennis P. Wolf
Title: Executive Vice President,
Chief Financial Officer and
Secretary
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INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
99.1 Press Release disseminated on March 13, 2000
announcing the signing of a letter of intent to
acquire TMT, Inc.
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EXHIBIT 99.1
[Image]
The following news release was distributed this morning at 5:30 a.m.
(PST)...
Credence Signs Letter of Intent to Acquire Leading Communications Test
Supplier TMT, Inc.
The proposed acquisition adds complementary test solutions for
the communications device market.
FREMONT, Calif., March 13, 2000-Credence Systems Corporation (Nasdaq National
Market: CMOS), a leading manufacturer of automatic test equipment (ATE) for the
worldwide semiconductor industry, today announced signing of a letter of intent
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 semiconductor
device market 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 execution of definitive documents and
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.
"We are delighted that TMT will be joining Credence Systems," commented Dr.
Graham Siddall, president and chief executive officer of Credence. "Our strategy
as a company is to lead the industry in consumer mixed-signal test and our
product portfolio will be strengthened considerably with the addition of TMT's
lower cost-of-ownership solutions. We are also very impressed with the quality
and commitment of the people at TMT. The combination of Credence and TMT moves
us closer to our goal of becoming the #2 non-DRAM ATE supplier."
According to Richard Okumoto, president and chief executive officer of TMT, "We
are extremely excited about the prospect of becoming part of Credence Systems.
Credence is the ideal partner to enable us to accelerate our goal of providing
cost-effective ATE to a much broader customer base. We will benefit from the
advantages of leveraging Credence's global distribution organization-including a
large installed base in Asia Pacific, strong market position, financial
strength, and reputation with leading device manufacturers."
TMT Chairman of the board and founder Thomas Garza added, "After achieving our
goal of becoming a leader in low-cost ATE solutions, we now need the critical
mass to support our growth goals. We chose to team with Credence because it
offered technology and management style synergies that made this move an
excellent fit."
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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 semiconductor devices. The company has
grown rapidly since its formation in 1991. In 1999, 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 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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