<PAGE>

    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 21, 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)
                                 --------------
           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)
                                 --------------
                              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>
-------------------------------------------------------------------------------------------------------------
                                                    OFFERING          AGGREGATE    AMOUNT OF
                                                  AMOUNT TO BE          PRICE       OFFERING    REGISTRATION
    TITLE OF SECURITIES TO BE REGISTERED          REGISTERED(1)      PER SHARE(2)   PRICE(2)       FEE
-------------------------------------------------------------------------------------------------------------
<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
-------------------------------------------------------------------------------------------------------------
1993 Stock Option Plan
   Common Stock, $0.001 par value............... 1,837,189 shares    $  20.22     $ 37,145,665.09  $ 9,806.46
-------------------------------------------------------------------------------------------------------------
Employee Stock Purchase Plan
   Common Stock, $0.001 par value...............   262,456 shares    $  20.22     $  5,306,532.25  $ 1,400.93
-------------------------------------------------------------------------------------------------------------
                                                                             Aggregate Filing Fee  $13,876.27
-------------------------------------------------------------------------------------------------------------
</TABLE>
--------------
  (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.

================================================================================
<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 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

                                       1
<PAGE>

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
-------------  ---------
     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

                                       2
<PAGE>

       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.

                                       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 21st day
of November, 2000.


                     By:   /s/ Dr. Graham J. Siddall
                           -----------------------------------------------
                           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.

<TABLE>
<CAPTION>

SIGNATURES                         TITLE                                         DATE
----------                         -----                                         ----

<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.


                                       4
<PAGE>

SIGNATURES                           TITLE                                       DATE
----------                           -----                                       ----

/s/ Jos. C. Henkens                  Director                                    November 21, 2000
--------------------------------
Jos C. Henkens


/s/ Bernard V.Vonderschmitt          Director                                    November 21, 2000
--------------------------------
Bernard V. Vonderschmitt


/s/ Henk J. Evenhuis                 Director                                    November 21, 2000
--------------------------------
Henk J. Evenhuis


/s/ Jon D. Tompkins                  Director                                    November 21, 2000
--------------------------------
Jon D. Tompkins

</TABLE>


                                       5
<PAGE>
                                 EXHIBIT INDEX

   EXHIBIT
   NUMBER       EXHIBIT
-------------  ---------
     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).


                                       6
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8", "secsgml_size_bytes": 21634}]
{"company-data": {"conformed-name": "CREDENCE SYSTEMS CORP", "cik": "0000893162", "assigned-sic": "3825", "irs-number": "942878499", "state-of-incorporation": "DE", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-50432", "film-number": "774913"}, "business-address": {"street1": "215 FOURIER AVE", "city": "FREMONT", "state": "CA", "zip": "94539", "phone": "5106577400"}, "mail-address": {"street1": "215 FOURIER AVE", "city": "FREMONT", "state": "CA", "zip": "94539"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 21, 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)
                                 --------------
           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)
                                 --------------
                              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
-------------------------------------------------------------------------------------------------------------
                                                    OFFERING          AGGREGATE    AMOUNT OF
                                                  AMOUNT TO BE          PRICE       OFFERING    REGISTRATION
    TITLE OF SECURITIES TO BE REGISTERED          REGISTERED(1)      PER SHARE(2)   PRICE(2)       FEE
-------------------------------------------------------------------------------------------------------------
Supplemental Stock Option Plan
   Common Stock, $0.001 par value...............   500,000 shares    $  20.22     $ 10,109,375.00  $ 2,668.88
-------------------------------------------------------------------------------------------------------------
1993 Stock Option Plan
   Common Stock, $0.001 par value............... 1,837,189 shares    $  20.22     $ 37,145,665.09  $ 9,806.46
-------------------------------------------------------------------------------------------------------------
Employee Stock Purchase Plan
   Common Stock, $0.001 par value...............   262,456 shares    $  20.22     $  5,306,532.25  $ 1,400.93
-------------------------------------------------------------------------------------------------------------
                                                                             Aggregate Filing Fee  $13,876.27
-------------------------------------------------------------------------------------------------------------
--------------
  (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.

================================================================================
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

                                       1
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
-------------  ---------
     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

                                       2
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.

                                       3
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
                           -----------------------------------------------
                           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. 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.

                                       4
SIGNATURES                           TITLE                                       DATE
----------                           -----                                       ----

/s/ Jos. C. Henkens                  Director                                    November 21, 2000
--------------------------------
Jos C. Henkens

/s/ Bernard V.Vonderschmitt          Director                                    November 21, 2000
--------------------------------
Bernard V. Vonderschmitt

/s/ Henk J. Evenhuis                 Director                                    November 21, 2000
--------------------------------
Henk J. Evenhuis

/s/ Jon D. Tompkins                  Director                                    November 21, 2000
--------------------------------
Jon D. Tompkins
5
EXHIBIT INDEX

   EXHIBIT
   NUMBER       EXHIBIT
-------------  ---------
     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).

                                       6