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): June 1, 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 entered into an
Agreement and Plan of Merger and Reorganization (the "Merger Agreement").
In connection with the Merger Agreement, Credence and Merger Sub entered
into a Shareholder Agreement with Cadence Design Systems, Inc., dated as
of May 16, 2001 (the "Shareholder Agreement"). On June 4, 2001 the
parties to the Shareholder Agreement entered into an Amended and Restated
Shareholder Agreement. On June 1, 2001, the parties to the Merger
Agreement entered into Amendment No. 1 to the Merger Agreement.
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. (incorporated
by reference to the Company's Current Report on Form 8-K filed with
the Commission on May 18, 2001)
2.2 Amendment No. 1 to the Agreement and Plan of Merger and
Reorganization dated June 1, 2001 by and among Credence Systems
Corporation, Iguana Acquisition Corporation and Integrated
Measurement Systems, Inc.
99.1 Amended and Restated Shareholder Agreement effective as of May 16,
2001 and dated June 4, 2001 by and among Credence Systems
Corporation, Iguana Acquisition Corporation and Cadence Design
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 June 4, 2001.
INTEGRATED MEASUREMENT SYSTEMS, INC.
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(Registrant)
/s/ Fred Hall
--------------------------------
Fred Hall
Chief Financial Officer
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INDEX TO EXHIBITS
Exhibit No.
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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. (incorporated by reference to the Company's Current
Report on Form 8-K filed with the Commission on May 18,
2001)
2.2 Amendment No. 1 to the Agreement and Plan of Merger and
Reorganization dated June 1, 2001 by and among Credence
Systems Corporation, Iguana Acquisition Corporation and
Integrated Measurement Systems, Inc.
99.1 Amended and Restated Shareholder Agreement effective as of
May 16, 2001 and dated June 4, 2001 by and among Credence
Systems Corporation, Iguana Acquisition Corporation and
Cadence Design Systems, Inc.
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