<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 25, 2000
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------
CREDENCE SYSTEMS CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
-------------------
DELAWARE 3825 94-2878499
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification
Number)
215 FOURIER AVENUE
FREMONT, CALIFORNIA 94539
(510) 657-7400
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
-------------------
DR. GRAHAM J. SIDDALL
CHIEF EXECUTIVE OFFICER
CREDENCE SYSTEMS CORPORATION
215 FOURIER AVENUE
FREMONT, CALIFORNIA 94539
(510) 657-7400
(Name, address, including zip code, and telephone number, including area code,
of agent for service of process)
-------------------
COPIES TO:
WARREN T. LAZAROW, ESQ. WILLIAM D. SHERMAN, ESQ.
COLBY R. GARTIN, ESQ. COREY A. LEVENS, ESQ.
GERALD H. TSAI, ESQ. ANNE MARIE PETERS, ESQ.
BROBECK, PHLEGER & HARRISON LLP MORRISON & FOERSTER, LLP
TWO EMBARCADERO PLACE 755 PAGE MILL ROAD
2200 GENG ROAD PALO ALTO, CALIFORNIA 94308-1018
PALO ALTO, CA 94303 (650) 813-5600
(650) 424-0160
-------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As
soon as practicable after the effective date of this Registration Statement.
-------------------
If the only securities being registered on this form are being offered
pursuant to a dividend or interest reinvestment plans, please check the
following box. / /
If any of the securities being registered on this form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. / /
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. /X/
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
-------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=====================================================================================================================
TITLE OF EACH CLASS PROPOSED MAXIMUM PROPOSED MAXIMUM
OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE PER AGGREGATE AMOUNT OF
REGISTERED REGISTERED(1) SHARE OFFERING PRICE REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.001 par
value per share (2) 345,000 $115.00 $39,675,000 $10,560
======================================================================================================================
</TABLE>
(1) Includes 45,000 shares of common stock which the underwriters have options
to purchase from the Company to cover over-allotments, if any.
(2) Includes rights to purchase Credence's Series A Junior Participating
Preferred Stock associated with the common stock.
================================================================================
<PAGE>
INCORPORATION BY REFERENCE OF REGISTRATION STATEMENT NO. 333-95469
Credence Systems Corporation (the "Company") hereby incorporates by
reference into this Registration Statement in its entirety the Registration
Statement No. 333-95469 filed with the Securities and Exchange Commission (the
"Commission") on January 27, 2000, including each of the documents filed by the
Company with the Commission and incorporated or deemed to be incorporated by
reference therein.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, Credence Systems Corporation 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 25th day of
February, 2000.
CREDENCE SYSTEMS CORPORATION
By /s/ DENNIS P. WOLF
--------------------------------------
DENNIS P. WOLF
EXECUTIVE VICE PRESIDENT
CHIEF FINANCIAL OFFICER AND SECRETARY
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
* Chief Executive Officer and Director February 25, 2000
- ---------------------------------------- (Principal Executive Officer)
Graham J. Siddall
/s/ DENNIS P. WOLF Executive Vice President, Chief Financial
- ---------------------------------------- Officer and Secretary (Principal Financial February 25, 2000
Dennis P. Wolf and Accounting Officer)
* Chairman of the Board and Director February 25, 2000
- ----------------------------------------
William G. Howard, Jr.
* Director February 25, 2000
- ----------------------------------------
Henk J. Evenhuis
* Director February 25, 2000
- ----------------------------------------
Jos C. Henkens
* Director February 25, 2000
- ----------------------------------------
Bernard V. Vonderschmitt
* Director February 25, 2000
- ----------------------------------------
Jon D. Tompkins
</TABLE>
* By: /s/ DENNIS P. WOLF
----------------------------------------
Dennis P. Wolf, Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<S> <C>
5.1 Opinion of Brobeck, Phleger & Harrison LLP
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Brobeck, Phleger & Harrison LLP. Reference is made to Exhibit 5.1.
24.1 Reference is made to Exhibit 24.1 of Registration Statement No. 333-95469.
</TABLE>
<PAGE>
EXHIBIT 5.1
[BROBECK, PHLEGER & HARRISON LETTERHEAD]
FEBRUARY 25, 2000
CREDENCE SYSTEMS CORPORATION
215 FOURIER AVENUE
FREMONT, CA 94539
RE: REGISTRATION STATEMENT ON FORM S-3
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-3 filed by Credence
Systems Corporation (the "Company") with the Securities and Exchange Commission
(the "Commission") on February 25, 2000, as thereafter amended or supplemented
(the "Registration Statement"), which Registration Statement incorporates by
reference Registration Statement No. 333-95469, in connection with the
registration under the Securities Act of 1933, as amended, of up to an
additional 345,000 shares of the Company's Common Stock (the "Shares"). The
Shares include an over-allotment option granted by the Company to the
Underwriters to purchase up to 45,000 additional shares of the Company's Common
Stock and are to be sold to the Underwriters as described in the Registration
Statement for resale to the public. As your counsel in connection with this
transaction, we have examined the proceedings taken and are familiar with the
proceedings proposed to be taken by you in connection with the sale and issuance
of the Shares.
It is our opinion that, upon conclusion of the proceedings being taken or
contemplated by us, as your counsel, to be taken prior to the issuance of the
Shares and upon completion of the proceedings being taken in order to permit
such transactions to be carried out in accordance with the securities laws of
the various states where required, the Shares, when issued and sold in the
manner described in the Registration Statement, will be legally and validly
issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to said Registration
Statement, and further consent to the use of our name wherever appearing in said
Registration Statement, including the prospectus constituting a part thereof,
and in any amendment or supplement thereto.
Very truly yours,
/s/BROBECK, PHLEGER & HARRISON, LLP
<PAGE>
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the captions "Summary
Consolidated Financial Data" and "Experts" in the Registration Statement (Form
S-3 No. 333-95469) and related Prospectus of Credence Systems Corporation for
the registration of 2,645,000 shares of its common stock and to the
incorporation by reference therein of our report dated November 24, 1999, with
respect to the consolidated financial statements and schedule of Credence
Systems Corporation included in its Annual Report (Form 10-K) for the year ended
October 31, 1999, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
San Jose, California
February 23, 2000
