UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 12 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 16, 2001
INTEGRATED MEASUREMENT SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
OREGON 0-26274 93-0840631
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
9525 S.W. Gemini Drive
Beaverton, Oregon 97008
(503) 626-7117
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
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Item 5. OTHER EVENTS
On May 16, 2001, Integrated Measurement Systems, Inc., an Oregon
corporation (the "Company"), Credence Systems Corporation, a Delaware
corporation ("Credence") and Iguana Acquisition Corporation, an Oregon
corporation and a wholly-owned subsidiary of Credence ("Merger Sub")
entered into an Agreement and Plan of Merger and Reorganization (the
"Merger Agreement"). Pursuant to the Merger Agreement and subject to
the terms and conditions set forth therein, Merger Sub will be merged
with and into the Company (the "Merger"), with the Company surviving
the Merger and becoming a wholly-owned subsidiary of Credence. At the
effective time of the Merger, each outstanding share of the Company's
common stock will be converted into the right to receive .90 of a share
of Credence common stock. Consummation of the Merger is subject to
various closing conditions, including (i) approval by the Company's
shareholders, (ii) the expiration of the waiting period under the Hart-
Scott-Rodino Antitrust Improvement Act, and (iii) other customary
closing conditions. In connection with the Merger Agreement, Credence
and Merger Sub entered into a Shareholder Agreement with Cadence Design
Systems, Inc. ("Cadence") dated as of May 16, 2001 (the "Shareholder
Agreement") pursuant to which Cadence agrees to vote its shares of
Company common stock in favor of the Merger.
The foregoing description of the Merger Agreement is qualified in its
entirety by reference to the complete text of the Merger Agreement, a
copy of which is attached hereto as Exhibit 2.1 and is incorporated
herein by reference. The foregoing description of the Shareholder
Agreement is qualified in its entirety by reference to the complete
text of the Shareholder Agreement, a copy of which is attached hereto
as Exhibit 99.1 and is incorporated herein by reference. A copy of the
joint press release issued by Credence and the Company on May 16, 2001
is attached hereto as Exhibit 99.2.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
2.1 Agreement and Plan of Merger and Reorganization dated May 16,
2001 by and among Credence Systems Corporation, Iguana
Acquisition Corporation and Integrated Measurement Systems, Inc.
99.1 Shareholder Agreement dated May 16, 2001 by and among Credence
Systems Corporation, Iguana Acquisition Corporation and Cadence
Design Systems, Inc.
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99.2 Press Release dated May 16, 2001 issued by Credence Systems
Corporation and Integrated Measurement Systems, Inc.
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 thereunto duly authorized on May 18, 2001.
INTEGRATED MEASUREMENT SYSTEMS, INC.
(Registrant)
/s/ Fred Hall
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Fred Hall
Chief Financial Officer
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