Credence Systems Corp - Post-Effective Amendment to an S-8 filing (S-8 POS)
29 August 2008 - 10:03PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on August 29, 2008
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 3 TO
FORM S-8 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
(File No. 333-74346)
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POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
(File No. 333-58100)
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POST-EFFECTIVE AMENDMENT NO. 3 TO
FORM S-8 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
(File No. 333-50432)
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CREDENCE SYSTEMS CORPORATION
(Exact name of registrant as specified in its charter)
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DELAWARE
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94-2878499
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(State or other jurisdiction of
incorporation or organization)
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(IRS Employer
Identification No.)
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1421 California Circle
Milpitas, CA 95035
(Address of principal executive offices) (Zip Code)
Credence Systems Corporation Supplemental Stock Option Plan, as Amended and Restated
(Full title of the Plan(s))
David G. Tacelli
Chief Executive Officer
Credence Systems Corporation
1421 California Circle
Milpitas, CA 95035
(Name and address of agent for service)
(408) 635-4300
(Telephone Number,
including area code, of agent for service)
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule
12b-2 of the Exchange Act. (Check one):
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Large accelerated filer
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¨
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Accelerated filer
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x
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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EXPLANATORY NOTE
Credence Systems Corporation, a Delaware corporation (the Company), is filing this Post-Effective Amendment to the following Registration Statements on Form S-8 (the Registration Statements):
(i) the Registration Statement on Form S-8 (File No. 333-50432) filed on November 21, 2000, pertaining to the Common Stock to be offered under Credences Supplemental Stock Option Plan, as amended and restated (the
Plan); (ii) the Registration Statement on Form S-8 (File No. 333-58100) filed on April 2, 2001, pertaining to the Common Stock to be offered under the Plan and (iii) the Registration Statement on Form S-8 (File
No. 333-74346) filed on November 30, 2001, pertaining to the Common Stock to be offered under the Plan.
On August 29, 2008,
pursuant to the terms of the Agreement and Plan of Merger (the Merger Agreement), dated as of June 20, 2008, by and among Credence, LTX Corporation and Zoo Merger Corporation, a wholly-owned subsidiary of LTX Corporation
(Zoo), Zoo merged with and into Credence, and Credence became a wholly-owned subsidiary of LTX Corporation (the Merger). As a result of the Merger, the offering pursuant to the Registration Statements has been terminated, and
Credence hereby removes from registration the Common Stock registered but unsold under the Registration Statements.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, on this 29th day of August, 2008.
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CREDENCE SYSTEMS CORPORATION
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By:
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/s/ David G. Tacelli
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David G. Tacelli
President, Chief Executive Officer
and Treasurer
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Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to the
Registration Statement has been signed by the following persons in the capacities and on the date indicated.
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Name
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Title
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Date
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/s/ David G. Tacelli
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Director, President, Chief Executive Officer and
Treasurer
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August 29, 2008
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David G. Tacelli
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(Principal Executive Officer, Principal Financial and Principal Accounting Officer)
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