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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 21, 2000
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CREDENCE SYSTEMS CORPORATION
(Exact name of issuer as specified in its charter)
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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)
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CREDENCE SYSTEMS CORPORATION SUPPLEMENTAL STOCK OPTION PLAN
CREDENCE SYSTEMS CORPORATION 1993 STOCK OPTION PLAN
CREDENCE SYSTEMS CORPORATION EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plans)
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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)
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
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OFFERING AGGREGATE AMOUNT OF
AMOUNT TO BE PRICE OFFERING REGISTRATION
TITLE OF SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE(2) PRICE(2) FEE
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<S> <C> <C> <C> <C>
Supplemental Stock Option Plan
Common Stock, $0.001 par value............... 500,000 shares $ 20.22 $ 10,109,375.00 $ 2,668.88
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1993 Stock Option Plan
Common Stock, $0.001 par value............... 1,837,189 shares $ 20.22 $ 37,145,665.09 $ 9,806.46
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Employee Stock Purchase Plan
Common Stock, $0.001 par value............... 262,456 shares $ 20.22 $ 5,306,532.25 $ 1,400.93
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Aggregate Filing Fee $13,876.27
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(1) This Registration Statement shall also cover any additional shares of
Registrant's Common Stock which become issuable under the Credence
Systems Corporation Supplemental Stock Option Plan, the Credence Systems
Corporation 1993 Stock Option Plan and/or the Credence System Corporation
Employee Stock Purchase 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 average of the
high and low selling prices per share of the Registrant's Common Stock on
November 14, 2000 as reported by the Nasdaq National Market.
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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 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, May 12, 2000 (as amended
on Form 8-K/A filed with the SEC on June 20, 2000), June 26, 2000, August
1, 2000, August 10, 2000, August 18, 2000, September 27, 2000 and
October 27, 2000, respectively;
(c) The Registrant's Quarterly Reports on Form 10-Q for the fiscal
quarters ended January 31, 2000, April 30, 2000 and July 31, 2000 filed
with the SEC on March 10, 2000, June 13, 2000 and September 11, 2000,
respectively;
(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.
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 the director's liability for any breach of his duty to Registrant or
Registrant's stockholders (i) with respect to approval by the director of any
transaction from which he derives an improper personal benefit, (ii) with
respect to acts or omissions involving an absence of good faith, that he
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 his duty to Registrant or Registrant's
stockholders, or that show a reckless disregard for
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his duty to Registrant or Registrant's stockholders in circumstances in which he
was, or should have been, aware, in the ordinary course of performing his
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.
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
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4.0 Instruments Defining Rights of Stockholders. Reference is made
to Registrant's Registration Statement No. 000-22366 on Form
8-A, and the exhibits thereto, and Amendment No. 1 thereto,
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 Credence Systems Corporation Supplemental Stock Option Plan.
99.2 Credence Systems Corporation 1993 Stock Option Plan
(As Amended and Restated Through May 17, 2000).
99.3 Credence Systems Corporation Employee Stock Purchase Plan
(As Amended and Restated Through May 17, 2000).
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
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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 Registrant's
Supplemental Stock Option Plan, 1993 Stock Option Plan and/or Employee
Stock Purchase Plan.
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.
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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 21st day
of November, 2000.
By: /s/ Dr. Graham J. Siddall
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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.
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SIGNATURES TITLE DATE
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<S> <C> <C>
/s/ Dr. Graham J. Siddall President, Chief Executive Officer and November 21, 2000
-------------------------------- Director (Principal Executive Officer)
Dr. Graham J. Siddall
/s/ Dennis P. Wolf Executive Vice President, Chief November 21, 2000
-------------------------------- Financial Officer and Secretary
Dennis P. Wolf (Principal Financial and Accounting
Officer)
/s/ David A. Ranhoff Executive Vice President and November 21, 2000
-------------------------------- Chief Operating Officer
David A. Ranhoff
/s/ William G. Howard, Jr. Chairman of the Board of Directors November 21, 2000
--------------------------------
William G. Howard, Jr.
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SIGNATURES TITLE DATE
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/s/ Jos. C. Henkens Director November 21, 2000
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Jos C. Henkens
/s/ Bernard V.Vonderschmitt Director November 21, 2000
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Bernard V. Vonderschmitt
/s/ Henk J. Evenhuis Director November 21, 2000
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Henk J. Evenhuis
/s/ Jon D. Tompkins Director November 21, 2000
--------------------------------
Jon D. Tompkins
</TABLE>
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EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT
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4.0 Instruments Defining Rights of Stockholders. Reference is made
to Registrant's Registration Statement No. 000-22366 on Form
8-A, and the exhibits thereto, and Amendment No. 1 thereto,
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 Credence Systems Corporation Supplemental Stock Option Plan.
99.2 Credence Systems Corporation 1993 Stock Option Plan
(As Amended and Restated Through May 17, 2000).
99.3 Credence Systems Corporation Employee Stock Purchase Plan
(As Amended and Restated Through May 17, 2000).
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