content: <PAGE>
  
                                   UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM 8-K
  
                                   CURRENT REPORT
       Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
  
  
  Date of Report (Date of earliest event reported)          August 1, 2001
                                                    ------------------------------
                            CREDENCE SYSTEMS CORPORATION
  --------------------------------------------------------------------------------
               (Exact name of registrant as specified in its charter)
  
             Delaware                000-22366                   94-2878499
  --------------------------------------------------------------------------------
   (State or other jurisdiction     (Commission                (IRS Employer
        of incorporation)           File Number)             Identification No.)
  
     215 Fourier Avenue, Fremont, California                           94539
  --------------------------------------------------------------------------------
     (Address of principal executive offices)                        (Zip Code)
  
  Registrant's telephone number, including area code        (510) 657-7400
                                                      ----------------------------
  
                                        None
  --------------------------------------------------------------------------------
            (Former name or former address, if changed since last report)
  
  
  
                                                                    SEC 873 (1-99)
  
  
  <PAGE>
  
  ITEM 2.  ACQUISITION OF ASSETS.
  
           (a) Pursuant to an Agreement and Plan of Merger and Reorganization, as
  amended, (the "Merger Agreement") dated as of May 16, 2001, by and among
  Credence Systems Corporation ("Credence" or the "Registrant"), Iguana
  Acquisition Corporation, an Oregon corporation and a wholly-owned subsidiary of
  Credence ("Merger Sub"), and Integrated Measurement Systems, Inc., an Oregon
  corporation ("IMS"), Merger Sub merged with and into IMS, and IMS became a
  wholly-owned subsidiary of Credence, effective August 1, 2001 (the "Merger").
  
           In connection with the Merger, each share of IMS common stock
  outstanding immediately prior to the consummation of the Merger was converted
  into the right to receive 0.90 shares of Credence common stock and Credence
  assumed all of IMS' outstanding stock options. Credence will issue approximately
  7.2 million shares of Credence common stock in exchange for approximately 8
  million shares of IMS common stock outstanding immediately prior to the
  consummation of the Merger and will issue up to approximately 2.1 million shares
  of Credence common stock in connection with its assumption of all outstanding
  IMS stock options. The amount of such consideration was determined based upon
  arm's length negotiations between Credence and IMS. The transaction is intended
  to qualify as a reorganization within the meaning of Section 368(a) of the
  Internal Revenue Code and will be accounted for as a pooling of interests
  transaction.
  
           (b) The acquisition by Credence of the shares of IMS common stock
  pursuant to the Merger Agreement is deemed the indirect acquisition of the
  assets of IMS represented thereby, including IMS' plant, equipment and other
  physical property. IMS uses such assets in the conduct of its business as a
  provider of high-performance integrated circuit validation systems. Credence
  will continue to utilize such assets in the conduct of its business as a leading
  manufacturer of automatic test equipment for the worldwide semiconductor
  industry.
  
           A copy of the press release issued by the Registrant on August 1, 2001
  concerning the foregoing transaction is filed herewith as exhibit 99.1, and is
  incorporated herein by reference.
  
  ITEM 7.  EXHIBITS
  
  
  NUMBER      DESCRIPTION
  ------      -----------
  2.15(1) Agreement and Plan of Merger and Reorganization, dated May 16, 2001, by
          and among the Registrant, Iguana Acquisition Corporation and Integrated
          Measurement Systems, Inc.
  
  2.16(2) Amendment No. 1 to the Agreement and Plan of Merger and
          Reorganization, dated June 1, 2001, by and among the Registrant,
          Iguana Acquisition Corporation and Integrated Measurement Systems, Inc.
  
  99.1    Press Release of Registrant, dated August 1, 2001, announcing the
          completion of the acquisition by Registrant of Integrated Measurement
          Systems, Inc.
  
  (1)  Incorporated by reference to an exhibit to the Company's Current Report on
       Form 8-K as filed with the Commission on May 17, 2001.
  
  (2)  Incorporated by reference to an exhibit to the Company's Current Report on
       Form 8-K as filed with the Commission on June 1, 2001.
  
  
                                                                    SEC 873 (1-99)
  
  <PAGE>
  
                                     SIGNATURES
  
       Pursuant to the requirements of the Securities Exchange Act of 1934, the
  Registrant has duly caused this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
  
                                    CREDENCE SYSTEMS CORPORATION
                                    ----------------------------
                                    (Registrant)
  
  
  Date: August 3, 2001              By /s/ Graham J. Siddall
                                    ------------------------------
                                    Name:  Graham J. Siddall
                                    Title: Chief Executive Officer and President
  
  
  <PAGE>
  
                                  INDEX TO EXHIBITS
  
  Exhibit No.                            Description
  ----------                             -----------
  2.15(1)     Agreement and Plan of Merger and Reorganization, dated May 16,
              2001, by and among the Registrant, Iguana Acquisition Corporation
              and Integrated Measurement Systems, Inc.
  2.16(2)     Amendment No. 1 to the Agreement and Plan of Merger and
              Reorganization, dated June 1, 2001, by and among the Registrant,
              Iguana Acquisition Corporation and Integrated Measurement Systems,
              Inc.
  99.1        Press Release of Registrant, dated August 1, 2001, announcing the
              completion of the acquisition by Registrant of Integrated
              Measurement Systems, Inc.
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text: UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM 8-K
  
                                   CURRENT REPORT
       Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
  
  Date of Report (Date of earliest event reported)          August 1, 2001
                                                    ------------------------------
                            CREDENCE SYSTEMS CORPORATION
  --------------------------------------------------------------------------------
               (Exact name of registrant as specified in its charter)
  
             Delaware                000-22366                   94-2878499
  --------------------------------------------------------------------------------
   (State or other jurisdiction     (Commission                (IRS Employer
        of incorporation)           File Number)             Identification No.)
  
     215 Fourier Avenue, Fremont, California                           94539
  --------------------------------------------------------------------------------
     (Address of principal executive offices)                        (Zip Code)
  
  Registrant's telephone number, including area code        (510) 657-7400
                                                      ----------------------------
  
                                        None
  --------------------------------------------------------------------------------
            (Former name or former address, if changed since last report)
  
                                                                    SEC 873 (1-99)
  ITEM 2.  ACQUISITION OF ASSETS.
  
           (a) Pursuant to an Agreement and Plan of Merger and Reorganization, as
  amended, (the "Merger Agreement") dated as of May 16, 2001, by and among
  Credence Systems Corporation ("Credence" or the "Registrant"), Iguana
  Acquisition Corporation, an Oregon corporation and a wholly-owned subsidiary of
  Credence ("Merger Sub"), and Integrated Measurement Systems, Inc., an Oregon
  corporation ("IMS"), Merger Sub merged with and into IMS, and IMS became a
  wholly-owned subsidiary of Credence, effective August 1, 2001 (the "Merger").
  
           In connection with the Merger, each share of IMS common stock
  outstanding immediately prior to the consummation of the Merger was converted
  into the right to receive 0.90 shares of Credence common stock and Credence
  assumed all of IMS' outstanding stock options. Credence will issue approximately
  7.2 million shares of Credence common stock in exchange for approximately 8
  million shares of IMS common stock outstanding immediately prior to the
  consummation of the Merger and will issue up to approximately 2.1 million shares
  of Credence common stock in connection with its assumption of all outstanding
  IMS stock options. The amount of such consideration was determined based upon
  arm's length negotiations between Credence and IMS. The transaction is intended
  to qualify as a reorganization within the meaning of Section 368(a) of the
  Internal Revenue Code and will be accounted for as a pooling of interests
  transaction.
  
           (b) The acquisition by Credence of the shares of IMS common stock
  pursuant to the Merger Agreement is deemed the indirect acquisition of the
  assets of IMS represented thereby, including IMS' plant, equipment and other
  physical property. IMS uses such assets in the conduct of its business as a
  provider of high-performance integrated circuit validation systems. Credence
  will continue to utilize such assets in the conduct of its business as a leading
  manufacturer of automatic test equipment for the worldwide semiconductor
  industry.
  
           A copy of the press release issued by the Registrant on August 1, 2001
  concerning the foregoing transaction is filed herewith as exhibit 99.1, and is
  incorporated herein by reference.
  
  ITEM 7.  EXHIBITS
  
  NUMBER      DESCRIPTION
  ------      -----------
  2.15(1) Agreement and Plan of Merger and Reorganization, dated May 16, 2001, by
          and among the Registrant, Iguana Acquisition Corporation and Integrated
          Measurement Systems, Inc.
  
  2.16(2) Amendment No. 1 to the Agreement and Plan of Merger and
          Reorganization, dated June 1, 2001, by and among the Registrant,
          Iguana Acquisition Corporation and Integrated Measurement Systems, Inc.
  
  99.1    Press Release of Registrant, dated August 1, 2001, announcing the
          completion of the acquisition by Registrant of Integrated Measurement
          Systems, Inc.
  
  (1)  Incorporated by reference to an exhibit to the Company's Current Report on
       Form 8-K as filed with the Commission on May 17, 2001.
  
  (2)  Incorporated by reference to an exhibit to the Company's Current Report on
       Form 8-K as filed with the Commission on June 1, 2001.
  
                                                                    SEC 873 (1-99)
  SIGNATURES
  
       Pursuant to the requirements of the Securities Exchange Act of 1934, the
  Registrant has duly caused this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
                                    CREDENCE SYSTEMS CORPORATION
                                    ----------------------------
                                    (Registrant)
  
  Date: August 3, 2001              By /s/ Graham J. Siddall
                                    ------------------------------
                                    Name:  Graham J. Siddall
                                    Title: Chief Executive Officer and President
  INDEX TO EXHIBITS
  
  Exhibit No.                            Description
  ----------                             -----------
  2.15(1)     Agreement and Plan of Merger and Reorganization, dated May 16,
              2001, by and among the Registrant, Iguana Acquisition Corporation
              and Integrated Measurement Systems, Inc.
  2.16(2)     Amendment No. 1 to the Agreement and Plan of Merger and
              Reorganization, dated June 1, 2001, by and among the Registrant,
              Iguana Acquisition Corporation and Integrated Measurement Systems,
              Inc.
  99.1        Press Release of Registrant, dated August 1, 2001, announcing the
              completion of the acquisition by Registrant of Integrated
              Measurement Systems, Inc.