content: <PAGE>
   
                        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
  
                                 December 4, 1997
                 ------------------------------------------------
                 Date of Report (Date of earliest event reported)
  
  
                           CREDENCE SYSTEMS CORPORATION
  --------------------------------------------------------------------------------
                (Exact name of registrant as specified in charter)
  
  
           Delaware                      0-22366                  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
                                                      ----------------------------
  
  
                                        N/A
  --------------------------------------------------------------------------------
          (Former name or former address, if changed since last report.)
  <PAGE>
   
  Item 5. Other Events.
  
          On December 4, 1997, the Registrant issued a press release announcing 
  that Richard Y. Okumoto, resigned from his positions as Executive Vice President
  and Chief Financial Officer of the Registrant effective as of December 3, 1997, 
  and that Jerry Bruce, the Registrant's Vice President and Controller, will serve
  as the acting Chief Financial Officer.
  
          On December 4, 1997, the Registrant also issued a press release 
  reporting the financial results for its fourth quarter and the fiscal year ended
  October 31, 1997.
  
          On December 12, 1997, the Registrant issued a press release announcing 
  the adoption of a stock repurchase program pursuant to which the Registrant's 
  Board of Directors approved the repurchase of up to 500,000 shares of the 
  Registrant's Common Stock in the open market at prevailing market prices for a 
  period of up to twelve months.
  
  Item 7. Exhibits
  
          A copy of the Registrant's press release announcing the resignation of 
  Mr. Okumoto is attached hereto as Exhibit 99.1 and incorporated herein by 
  reference. A copy of the Registrant's press release announcing its financial 
  results for the fourth quarter and fiscal year ended October 31, 1997 is 
  attached hereto as Exhibit 99.2 and incorporated herein by reference. A copy of 
  the Registrant's press release announcing its stock repurchase program is 
  attached hereto as Exhibit 99.3 and incorporated herein by reference.
  <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: December 17, 1997                         By  /s/ Jerry Bruce
                                                    ------------------------------
                                                  Name:   Jerry Bruce
                                                  Title:  Acting Chief Financial 
                                                          Officer, Vice President 
                                                          and Controller
  <PAGE>
   
                                 INDEX TO EXHIBITS
  
  
  <TABLE> 
  <CAPTION> 
  
  Exhibit No.                     Description                             Page
  -----------                     -----------                             ----
  <S>                             <C>                                     <C>
      99.1        Press Release disseminated December 4, 1997
                  regarding the resignation of Richard Y. Okumoto
  
      99.2        Press Release disseminated December 4, 1997
                  regarding the Registrant's financial results
                  for the fourth quarter and fiscal year ended
                  October 31, 1997.
  
      99.3        Press Release disseminated December 12, 1997
                  regarding the Registrant's Stock Repurchase Program.
  
  </TABLE>
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metadata_filer: {"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": "8-K", "act": "34", "file-number": "000-22366", "film-number": "97739830"}, "business-address": {"street1": "215 FOURIER AVE", "city": "FREMONT", "state": "CA", "zip": "94539", "phone": "5106577400"}, "mail-address": {"street1": "42808 CHRISTY STREET", "city": "FREMONT", "state": "CA", "zip": "94538"}}
text: 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
  
                                 December 4, 1997
                 ------------------------------------------------
                 Date of Report (Date of earliest event reported)
  
                           CREDENCE SYSTEMS CORPORATION
  --------------------------------------------------------------------------------
                (Exact name of registrant as specified in charter)
  
           Delaware                      0-22366                  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
                                                      ----------------------------
  
                                        N/A
  --------------------------------------------------------------------------------
          (Former name or former address, if changed since last report.)
  Item 5. Other Events.
  
          On December 4, 1997, the Registrant issued a press release announcing 
  that Richard Y. Okumoto, resigned from his positions as Executive Vice President
  and Chief Financial Officer of the Registrant effective as of December 3, 1997, 
  and that Jerry Bruce, the Registrant's Vice President and Controller, will serve
  as the acting Chief Financial Officer.
  
          On December 4, 1997, the Registrant also issued a press release 
  reporting the financial results for its fourth quarter and the fiscal year ended
  October 31, 1997.
  
          On December 12, 1997, the Registrant issued a press release announcing 
  the adoption of a stock repurchase program pursuant to which the Registrant's 
  Board of Directors approved the repurchase of up to 500,000 shares of the 
  Registrant's Common Stock in the open market at prevailing market prices for a 
  period of up to twelve months.
  
  Item 7. Exhibits
  
          A copy of the Registrant's press release announcing the resignation of 
  Mr. Okumoto is attached hereto as Exhibit 99.1 and incorporated herein by 
  reference. A copy of the Registrant's press release announcing its financial 
  results for the fourth quarter and fiscal year ended October 31, 1997 is 
  attached hereto as Exhibit 99.2 and incorporated herein by reference. A copy of 
  the Registrant's press release announcing its stock repurchase program is 
  attached hereto as Exhibit 99.3 and incorporated herein by reference.
  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: December 17, 1997                         By  /s/ Jerry Bruce
                                                    ------------------------------
                                                  Name:   Jerry Bruce
                                                  Title:  Acting Chief Financial 
                                                          Officer, Vice President 
                                                          and Controller
  INDEX TO EXHIBITS
  Exhibit No.                     Description                             Page
  -----------                     -----------                             ----
  99.1        Press Release disseminated December 4, 1997
                  regarding the resignation of Richard Y. Okumoto
  
      99.2        Press Release disseminated December 4, 1997
                  regarding the Registrant's financial results
                  for the fourth quarter and fiscal year ended
                  October 31, 1997.
  
      99.3        Press Release disseminated December 12, 1997
                  regarding the Registrant's Stock Repurchase Program.