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): May 26, 2010
(Exact name of registrant as specified in its charter)
| Massachusetts | 000-10761 | 04-2594045 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 1355 California Circle, Milpitas, California | 95035 |
| (Address of principal executive offices) | (Zip Code) |
| Registrant’s telephone number, including area code: (781) 461-1000 |
| |
| (Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the follow provisions (see General Instruction A.2. below):
| | □ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | □ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| | □ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | □ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 2.02 | Results of Operations and Financial Condition. |
On May 26, 2010, LTX-Credence Corporation (the “Registrant”) announced its financial results for the quarter ended April 30, 2010. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information contained in this Item 2.02 and Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
On May 26, 2010, the Registrant issued a press release announcing its intention to seek shareholder approval for a reverse stock split of its common stock at a ratio of one-to-three. The full text of the press release issued in connection with the reverse stock split is filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
The following exhibit relating to Item 2.02 shall be deemed to be furnished, and not filed:
99.1 Press Release entitled “LTX-Credence Announces Third Quarter Results” issued by the Registrant on May 26, 2010.
The following exhibit relating to Item 8.01 shall be deemed to be filed:
99.2 Press Release entitled “LTX-Credence Corporation To Seek Shareholder Approval For Reverse Stock Split” issued by the Registrant on May 26, 2010.
SIGNATURE
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.
Date: May 26, 2010 | LTX-Credence Corporation |
| By: | /s/ Mark J. Gallenberger Mark J. Gallenberger Vice President & Chief Financial Officer |
| | |
EXHIBIT INDEX
| Exhibit No. | Description |
| 99.1 | Press release entitled “LTX-Credence Announces Third Quarter Results” dated May 26, 2010 |
| | |
| 99.2 | Press release entitled “LTX-Credence Corporation To Seek Shareholder Approval For Reverse Stock Split” dated May 26, 2010 |
