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): March 2, 2010
LTX-CREDENCE CORPORATION
(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
None
(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 following provisions:
| ¨ | 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 (17 CFR 240.14a-12). |
| ¨ | 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)). |
On March 2, 2010, LTX-Credence Corporation (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with the several underwriters named in the Underwriting Agreement (the “Underwriters”) for which Barclays Capital Inc. is acting as representative, relating to the underwritten public offering of 15,500,000 shares (the “Shares”) of the Company’s common stock, $0.05 par value per share (the “Offering”). All of the Shares are being sold by the Company. The price to the public is $2.85 per share, and the Underwriters have agreed to purchase the Shares from the Company pursuant to the Underwriting Agreement at a price of $2.686 per share. Under the terms of the Underwriting Agreement, the Company granted the Underwriters a 30-day option to purchase up to an additional 2,325,000 shares of common stock to cover over-allotments, if any. The Underwriters exercised this option in full on March 3, 2010.
The Offering is being made pursuant to a shelf registration statement the Company filed with the Securities and Exchange Commission that became effective on November 18, 2009 (Registration No. 333-163030). A prospectus supplement relating to the offering has been filed by the Company with the Securities and Exchange Commission. The closing of the Offering is expected to take place on or about March 8, 2010, subject to the satisfaction of customary closing conditions. A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The description of the material terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit.
The legal opinion and consent of Wilmer Cutler Pickering Hale and Dorr LLP relating to the Shares is filed as Exhibit 5.1 to this Current Report.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
See Exhibit Index attached hereto.
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.
Date: March 3, 2010
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| LTX-CREDENCE CORPORATION |
| |
| By: | | /S/ MARK J. GALLENBERGER |
| | Mark J. Gallenberger Vice President and Chief Financial Officer |
EXHIBIT INDEX
| | |
Exhibit No. | | Description |
| |
| 1.1 | | Underwriting Agreement, dated March 2, 2010, among the Company and the several underwriters named therein |
| |
| 5.1 | | Opinion of Wilmer Cutler Pickering Hale and Dorr LLP |
| |
| 23.1 | | Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in the opinion filed as Exhibit 5.1) |
