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United States Securities and Exchange Commission Form UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) ⌧ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended October 31, 2004 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to 0-22366 (Commission file number) CREDENCE SYSTEMS CORPORATION (Exact name of registrant as specified in its charter) Delaware 94-2878499 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 1421 California Circle, Milpitas, California 95035 (Address of principal executive office) (Zip Code) (408) 635-4300 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered None None Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.001 par value Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ⌧ No Indicate by a check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ⌧ Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes ⌧ No The aggregate market value of voting stock held by non-affiliates of the Registrant, as of April 30, 2004 was approximately $716,330,603 (based upon the closing price for shares of the Registrant’s common stock as reported by the Nasdaq National Market for the last trading date prior to that date). Shares of common stock held by each officer, director and holder of 5% or more of the outstanding common stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes. On December 31, 2004, approximately 85,344,729 shares of the Registrant’s common stock, $0.001 par value, were outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant’s Proxy Statement for the 2005 Annual Meeting of Stockholders to be held on March 23, 2005 are incorporated by reference into Part III of this report. Except as expressly incorporated by reference, the Registrant’s Proxy Statement shall not be deemed to be a part of this report. FORM 10-K TABLE OF CONTENTS Page PART I Item 1. Business 5 Item 2. Properties 39 Item 3. Legal Proceedings 39 Item 4. Submission of Matters to a Vote of Security Holders 39 PART II Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Equity Securities 43 Item 6. Selected Financial Data 43 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 45 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 63 Item 8. Financial Statements and Supplementary Data 64 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 109 Item 9A. Controls and Procedures 109 Item 9B. Other Information 110 PART III Item 10. Directors and Executive Officers of the Registrant 111 Item 11. Executive Compensation 111 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 111 Item 13. Certain Relationships and Related Transactions 113 Item 14. Principal Accountant Fees and Service 113 PART IV Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K 114 Signatures 115 2 PART I This Annual Report on Form 10-K contains forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements using terminology such as “may,” “will,” “expects,” “plans,” “anticipates,” “goals,” “estimates,” “potential,” or “continue,” or the negative thereof or other comparable terminology regarding beliefs, plans, expectations or intentions regarding the future. The cautionary statements made in this Annual Report on Form 10-K should be read as being applicable to all related forward-looking statements whenever they appear in this Annual Report on Form 10-K. Forward-looking statements include, without limitation, statements regarding our objective to be the leading supplier of test solutions from design through to production test; the increasing of our high- end test technology; the combining of NPTest technology with our traditional cost focus; the anticipated benefits of leveraging our technology portfolio and the scalability of our CMOS stabilization technology; keeping pace with rapid advances in IC design and test enhancing our existing systems; our customers requiring increasing levels of sophisticated hardware and software tools; our belief that our acquisitions will enable us to lead the integrated design to test flow; building close working relationships with integrated circuit manufacturers, EDA software vendors and ATE machine vendors our intention to focus our ongoing high-end SoC test development on the Sapphire platform; anticipated cycle speed, timing accuracy, the number and characteristics of the pins and the density of our products; the price range of the EmiScope-IIt; our dependence upon the success of our major customers; our dependence on obtaining orders from new and current customers and the general global economy; international business continuing to account for a significant portion of our net sales; seeking long-term relationships with major customers; our dependence upon successfully developing and introducing new products, enhancements and related software tools; our belief that our new products, enhancements and related software tools will enable customers to integrate such products into their operations; our product lines continuing to share developed technology; our focus on increased cycle speed, accuracy and pin counts of our tester products; our intention to focus efforts on providing software solutions; investing significant resources in the development of new products enhancements for the foreseeable future; managing our inventory through agreements with both suppliers and subcontractors; competing favorably with respect to throughput, tools for reducing customer product time-to-market, product performance and total cost of ownership; future results depending on attracting and retaining highly skilled workers; our dependence on continued significant expenditures related to new products, capital equipment purchases and worldwide training and customer service and support; pursuing additional acquisitions of product lines, technologies and businesses; consolidation of our manufacturing facilities and operations; closing of NPTest’s major North American facilities; consolidation of our manufacturing operations allowing us to be better able to reduce overhead and infrastructure costs, focus on product innovation and maintain a higher level of quality and customer service; the timing of the execution of the Facilities Restructuring Plan; eliminations of positions resulting from the Facilities Restructuring Plan and the reduction in force; total charges and the breakdown of total charges relating to the Facilities Restructuring Plan, including the portion of total charges expected to result in cash expenditures in the future; existing cash, marketable securities and borrowing and receivable factoring facilities being sufficient to meet our cash requirements for the foreseeable future; net revenues declining in the first quarter of fiscal 2005 and possibly thereafter; our dependence on the capital expenditures of manufacturers of semiconductors and other companies; a significant portion of new orders depending upon demand from semiconductor device manufacturers building or expanding fabrication facilities and new device testing requirements; dependence upon our obtaining orders for systems to be shipped in the same quarter in which the order is received; higher shipment levels of the larger production versions of the Kalos 2 product in the upcoming months; continued acceptance, volume production, timely delivery and customer satisfaction of our newer digital, mixed signal and non-volatile memory testers being of critical importance to our future financial results; investing significant resources in the expansion of our product lines; investing significant resources in property, plant and equipment, purchased and leased facilities, inventory, personnel and other costs; the factors upon which our ability to maintain or increase sales levels in Taiwan depend; our dependence on the continued service of our executive officers and key personnel; our dependence upon our ability to attract and retain qualified personnel; international sales continuing to account for a significant portion of our total net sales in the foreseeable future; our expectation that the Sarbanes-Oxley Act of 2002 will make it more difficult and more expensive for us to
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