<PAGE>
As filed with the Securities and Exchange Commission on June 2, 2000
Registration No. 333-_____________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CREDENCE SYSTEMS CORPORATION
(Exact name of issuer as specified in its charter)
DELAWARE 94-2878499
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
215 FOURIER AVENUE
FREMONT, CALIFORNIA 94539
(Address of principal executive offices) (Zip Code)
TMT, INC. 1996 STOCK OPTION PLAN
(AS ASSUMED BY CREDENCE SYSTEMS CORPORATION)
(Full title of the plans)
DR. GRAHAM J. SIDDALL
PRESIDENT AND CHIEF EXECUTIVE OFFICER
CREDENCE SYSTEMS CORPORATION
215 FOURIER AVENUE
FREMONT, CALIFORNIA 94539
(Name and address of agent for service)
(510) 657-7400
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Securities to Amount to Offering Price Aggregate Amount of
be Registered be Registered(1) per Share(2) Offering Price(2) Registration Fee
==================================================================================================================
<S> <C> <C> <C> <C>
TMT, INC. 1996 STOCK
OPTION PLAN
Common Stock, $0.001
par value 174,678 shares $11.18 $1,952,900 $515.57
==================================================================================================================
</TABLE>
(1) This Registration Statement shall also cover any additional shares of
Registrant's Common Stock which become issuable under the TMT, Inc.
1996 Stock Option Plan by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without the
Registrant's receipt of consideration which results in an increase in
the number of the Registrant's outstanding shares of Common Stock.
(2) Calculated solely for purposes of this offering under Rule 457(h) of
the Securities Act of 1933, as amended, on the basis of the weighted
average exercise price of the outstanding options.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Credence Systems Corporation (the "Registrant") hereby incorporates by
reference into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "SEC"):
(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended October 31, 1999 filed with the SEC on January
27, 2000, as amended on Form 10-K/A filed with the SEC on
January 31, 2000;
(b) The Registrant's Current Reports on Form 8-K for the period
dates ended December 9, 1999, January 27, 2000, February 9,
2000, February 25, 2000, March 13, 2000, March 23, 2000,
March 28, 2000 and May 12, 2000, filed with the SEC on
December 15, 1999, January 31, 2000, February 10, 2000,
March 1, 2000, March 14, 2000, March 23, 2000, March 28,
2000 and May 12, 2000, respectively;
(c) The Registrant's Quarterly Report on Form 10-Q for the
fiscal quarter ended January 31, 2000, filed with the SEC on
March 10, 2000;
(d) The Registrant's Registration Statement No. 000-22366 on
Form 8-A filed with the SEC on June 19, 1998, in which there
is described the terms, rights and provisions applicable to
the Registrant's Preferred Stock Purchase Rights, and;
(e) The Registrant's Registration Statement No. 000-22366 on
Form 8-A filed with the SEC on September 10, 1993, as
amended on October 21, 1993, in which there is described the
terms, rights and provisions applicable to the Registrant's
outstanding Common Stock.
All reports and definitive proxy or information statements
filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934 (the "1934 Act") after the date of this Registration Statement and
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is deemed to
be incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
Item 4. DESCRIPTION OF CAPITAL STOCK
Inapplicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Inapplicable.
II-1
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Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The provisions of Registrant's Amended and Restated
Certificate of Incorporation limit the liability of Registrant's directors in
certain instances. As permitted by the Delaware General Corporation Law,
directors will not be liable to Registrant for monetary damages arising from a
breach of their fiduciary duty as directors in certain circumstances. Such
limitation does not affect liability for any breach of a director's duty to
Registrant or Registrant's stockholders (i) with respect to approval by the
director of any transaction from which that director derives an improper
personal benefit, (ii) with respect to acts or omissions involving an absence of
good faith, that the director believes to be contrary to Registrant's best
interests or the best interest of Registrant's stockholders, that involve
intentional misconduct or a knowing and culpable violation of law, that
constitute an unexcused pattern of inattention that amounts to an abdication of
the director's duty to Registrant or Registrant's stockholders, or that show a
reckless disregard for the director's duty to Registrant or Registrant's
stockholders in circumstances in which the director was, or should have been,
aware, in the ordinary course of performing his or her duties, of a risk of
serious injury to Registrant or Registrant's stockholders, or (iii) based on
transactions between Registrant and Registrant's directors or another
corporation with interrelated directors or on improper distributions, loans, or
guarantees under applicable sections of the Delaware General Corporation Law.
Such limitation of liability also does not affect the availability of equitable
remedies such as injunctive relief or rescission, although in certain
circumstances equitable relief may not be available as a practical matter. The
limitation may relieve the directors of monetary liability to Registrant for
grossly negligent conduct, including conduct in situations involving attempted
takeovers. No claim or litigation is currently pending against Registrant's
directors that would be affected by the limitation of liability.
Registrant's Amended and Restated Certificate of
Incorporation and Bylaws provide that Registrant shall indemnify Registrant's
directors and may indemnify Registrant's officers to the fullest extent
permitted by Delaware law, including circumstances in which indemnification is
otherwise discretionary under Delaware law. Registrant has entered into separate
indemnification agreements with Registrant's directors and officers, which may
require Registrant, among other things, to indemnify them against certain
liabilities that may arise by reason of their status or service as directors or
officers (other than liabilities arising from willful misconduct of a culpable
nature), and to advance their expenses incurred as a result of any proceeding
against them as to which they could be indemnified. To the extent Registrant may
be required to make substantial payments under the indemnification agreements
that are not covered by insurance, Registrant's available cash and stockholder's
equity would be adversely affected.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Inapplicable.
Item 8. EXHIBITS
EXHIBIT NUMBER EXHIBIT
4.0 Instruments Defining Rights of Stockholders.
Reference is made to Registrant's Registration
Statements on Form 8-A which are incorporated
herein by reference pursuant to Items 3(d) and 3(e)
of this Registration Statement.
5.0 Opinion of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Brobeck, Phleger & Harrison LLP is
contained in Exhibit 5.
24.0 Power of Attorney. Reference is made to page II-4
of this Registration Statement.
99.1 TMT, Inc. 1996 Stock Option Plan.
99.2 Form of Option Assumption Memorandum.
II-2
<PAGE>
Item 9. UNDERTAKINGS.
A. The undersigned Registrant hereby undertakes: (1) to
file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement; (i) to include any
prospectus required by Section 10(a)(3) of the Securities Act of 1933, as
amended (the "1933 Act"), (ii) to reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
Registration Statement, and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; PROVIDED, however, that clauses (1)(i) and (1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference into the registration statement; (2) that for the
purpose of determining any liability under the 1933 Act each such post-effective
amendment shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof; and (3) to remove
from registration by means of a post-effective amendment any of the securities
being registered which remain unsold upon the termination of the TMT, Inc. 1996
Stock Option Plan (as assumed by Registrant).
B. The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
1934 Act that is incorporated by reference into this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities
arising under the 1933 Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the indemnification provisions
summarized in Item 6 above or otherwise, the Registrant has been advised that in
the opinion of the SEC such indemnification is against public policy as
expressed in the 1933 Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the 1933 Act
and will be governed by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act
of 1933, as amended, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Fremont, State of
California, on this 2nd day of June, 2000.
CREDENCE SYSTEMS CORPORATION
By /s/ DR. GRAHAM J. SIDALL
---------------------------------
Dr. Graham J. Siddall
President, Chief Executive
Officer and Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned officers and directors of CREDENCE
SYSTEMS CORPORATION, a Delaware corporation, do hereby constitute and appoint
Dr. Graham J. Siddall and Dennis P. Wolf, and each of them, the lawful attorneys
and agents, with full power and authority to do any and all acts and things and
to execute any and all instruments which said attorney and agent determines may
be necessary or advisable or required to enable said corporation to comply with
the Securities Act of 1933, as amended, and any rules or regulations or
requirements of the Securities and Exchange Commission in connection with this
Registration Statement. Without limiting the generality of the foregoing power
and authority, the powers granted include the power and authority to sign the
names of the undersigned officers and directors in the capacities indicated
below to this Registration Statement, to any and all amendments, both
pre-effective and post-effective, and supplements to this Registration
Statement, and to any and all instruments or documents filed as part of or in
conjunction with this Registration Statement or amendments or supplements
thereof, and each of the undersigned hereby ratifies and confirms all that said
attorneys and agents, or any of them, shall do or cause to be done by virtue
hereof. This Power of Attorney may be signed in several counterparts.
IN WITNESS WHEREOF, each of the undersigned has
executed this Power of Attorney as of the date indicated.
Pursuant to the requirements of the Securities Act of
1933, as amended, this Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
SIGNATURES TITLE DATE
/s/ DR. GRAHAM J. SIDALL President, Chief Executive Officer June 2, 2000
---------------------------- and Director (Principal Executive
Dr. Graham J. Siddall Officer)
/s/ DENNIS P. WOLF Executive Vice President, Chief June 2, 2000
---------------------------- Financial Officer and Secretary
Dennis P. Wolf (Principal Financial and Accounting
Officer)
II-4
<PAGE>
SIGNATURES TITLE DATE
/s/ DAVID A. RANHOFF Executive Vice President, and June 2, 2000
---------------------------- Chief Operating Officer
David A. Ranhoff
_________________________ Chairman of the Board of Directors
William G. Howard, Jr.
/s/ JOS C. HENKENS Director June 2, 2000
----------------------------
Jos C. Henkens
/s/ BERNARD V. VONDERSCHMITT Director June 2, 2000
----------------------------
Bernard V. Vonderschmitt
/s/ HENK J. EVENHUIS Director June 2, 2000
----------------------------
Henk J. Evenhuis
/S/ JON D. TOMPKINS Director June 2, 2000
----------------------------
Jon D. Tompkins
II-5
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
TO
FORM S-8
UNDER
SECURITIES ACT OF 1933
CREDENCE SYSTEMS CORPORATION
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT
4.0 Instruments Defining Rights of Stockholders.
Reference is made to Registrant's Registration
Statements on Form 8-A which are incorporated
herein by reference pursuant to Items 3(d) and 3(e)
of this Registration Statement.
5.0 Opinion of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Brobeck, Phleger & Harrison LLP is
contained in Exhibit 5.
24.0 Power of Attorney. Reference is made to page II-4
of this Registration Statement.
99.1 TMT, Inc. 1996 Stock Option Plan.
99.2 Form of Option Assumption Memorandum.
