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

~~Securities~~Date ~~Exchange~~of ~~Act~~Report (Date of ~~1934~~earliest event reported): August 26, 2008

Date of Report: June 23, 2008 (June 20, 2008)

(Date of Earliest Event Reported)

CREDENCE SYSTEMS CORPORATION

(Exact Name of Registrant as Specified in ~~Its~~ Charter)

DELAWARE	000-22366	94-2878499
Delaware	000-22366	94-2878499
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or Other Jurisdiction of Incorporation	(Commission File Number)	(IRS Employer Identification No.)


1421 California Circle Milpitas, California		95035
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (408-) 635-4300

~~(Registrant’s~~None ~~Telephone Number, Including Area Code)~~

(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:

x	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))

Item 1 8.01. ~~Entry~~Other ~~into a Material Definitive Agreement~~Events.

On June 20, 2008, LTX Corporation (“LTX”) and Credence Systems Corporation (~~the~~ “~~Company~~Credence”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) ~~with LTX Corporation~~, a Massachusetts corporation (“LTX”), and Zoo Merger Corporation, a Delaware corporation and a wholly-owned subsidiary of LTX (“Merger Sub”). The Merger Agreement provides the terms and conditions pursuant to which LTX and ~~the~~Credence ~~Company~~will ~~have~~combine ~~agreed~~their tobusinesses ~~consummate~~through ~~a strategic combination by~~ the merger of Credence ~~Merger~~with ~~Sub~~a ~~with~~newly ~~and~~formed, ~~into~~wholly ~~the~~owned ~~Company~~subsidiary of LTX (the “Merger”)., ~~The~~with ~~Merger~~Credence ~~will~~surviving bethe ~~consummated in an all stock transaction. The~~ Merger ~~Agreement~~ ~~has~~as ~~been~~a ~~unanimously~~wholly ~~approved~~owned bysubsidiary ~~the Board~~ of ~~Directors of~~ LTX~~, Merger Sub and the Company~~.

AtA ~~the~~special ~~effective~~meeting ~~time~~ of ~~the~~stockholders ~~Merger, each share~~ of ~~the~~Credence ~~Company’s~~is ~~common~~scheduled ~~stock issued and outstanding immediately prior~~ to ~~the~~be ~~effective~~held ~~time~~at ofCredence’s ~~the~~headquarters ~~Merger~~and ~~will~~principal beoffices, ~~converted~~located ~~into~~at ~~the~~1421 ~~right~~California toCircle, ~~receive~~Milpitas, ~~shares~~California of95035, ~~LTX common stock based~~ on anThursday, ~~exchange~~August ~~ratio~~28, ~~that~~2008 at ~~will~~9:00 bea.m., ~~determined~~local ~~at the effective~~ time. ofAt the ~~Merger~~Credence tospecial ~~cause~~meeting, ~~holders~~Credence ofstockholders ~~the~~will ~~Company’s~~be ~~common~~asked ~~stock~~ to ~~own~~approve ~~50.02% of~~ the ~~outstanding~~Merger ~~common stock of the combined company~~Agreement. IfIn ~~the~~addition, ~~exchange~~a ~~ratio~~special ~~were~~meeting ~~calculated as~~ of ~~June 20,~~stockholders ~~2008, each outstanding share~~ of ~~the Company’s~~LTX ~~common~~is ~~stock~~scheduled ~~would~~to be ~~converted~~held ~~into~~at the ~~right~~offices ~~to receive approximately 0.6133 shares~~ of ~~LTX~~Wilmer ~~common~~Cutler ~~stock~~Pickering Hale inand ~~the~~Dorr ~~Merger.~~LLP, ~~Any~~located ~~such~~at ~~shares~~60 ofState ~~LTX~~Street, ~~common~~Boston, ~~stock~~Massachusetts ~~issued~~02109, ~~with~~on ~~respect~~Thursday, toAugust ~~any~~28, ~~unvested~~2008 ~~shares~~at of12:00 ~~the~~noon, ~~Company’s~~local ~~restricted stock~~time. ~~outstanding~~At ~~immediately prior to~~ the ~~effective~~LTX ~~time~~special ofmeeting, ~~the~~LTX ~~Merger~~stockholders will ~~remain~~be ~~subject~~asked to ~~the~~approve ~~same~~an ~~terms,~~amendment ~~restrictions and vesting schedule as in effect immediately prior~~ to ~~the~~LTX’s ~~effective~~articles ~~time~~ of organization ~~the~~and ~~Merger. Further, at~~ the ~~effective~~issuance ~~time~~ of ~~the~~ ~~Merger,~~ LTX ~~will~~common ~~assume~~stock ~~all~~in ofconnection with the ~~Company’s~~Merger. ~~outstanding~~Information ~~equity-based~~about ~~awards under~~ the ~~Company’s~~Credence ~~stock incentive plans~~ and ~~all~~LTX ofspecial ~~the Company’s restricted stock units~~meetings, ~~and~~ the ~~Company’s~~Merger ~~3.5%~~and ~~Convertible~~other ~~Notes~~business ~~due~~to ~~2010~~be ~~will remain~~considered ~~issued~~by ~~and~~stockholders ~~outstanding~~at ~~as notes of~~ the ~~Company~~special ~~that~~meetings ~~will~~is ~~become~~contained ~~convertible~~in ~~into~~the Joint ~~LTX~~Proxy ~~common~~Statement/Prospectus ~~stock~~dated ~~pursuant~~July to29, a2008 ~~conversion~~and ~~ratio~~mailed to beCredence ~~set~~and ~~forth~~LTX instockholders aon ~~supplemental~~or ~~indenture~~about toJuly be30, ~~entered into upon the consummation of the Merger~~2008.

~~Prior~~On toAugust ~~the~~25, 2008, ~~effective~~Credence ~~time~~received ofa ~~the~~letter ~~Merger,~~from ~~the~~a ~~Company~~purported ~~will~~representative ~~take~~of ~~all~~certain ~~action~~holders ~~necessary~~of toCredence’s ~~cause~~3.5% ~~all~~Convertible ~~participants’~~Senior ~~rights~~Subordinated ~~under~~Notes due 2010 (the ~~current offering~~“Notes”) ~~periods~~in ~~under~~which such representative takes the ~~Company’s~~position ~~1994~~that ~~Employee~~the ~~Stock~~Merger ~~Purchase~~would constitute ~~Plan~~a tochange ~~terminate~~of oncontrol orand ~~prior~~a todesignated ~~the~~event ~~day~~under ~~immediately~~the ~~preceding~~indenture governing the ~~closing~~Notes ~~date~~and oftherefore that, following the Merger, ~~and~~Credence towould ~~allow~~be ~~all~~required ~~participants~~to inoffer ~~the Plan~~ to ~~purchase~~repurchase ~~shares~~all of the ~~Company’s common~~outstanding ~~stock~~Notes ~~based~~at ~~upon~~100% ~~any~~of ~~purchase~~the ~~rights~~principal ~~then~~amount thereof plus accrued and unpaid interest.

~~The~~Credence ~~Merger~~and ~~Agreement~~LTX ~~also~~are ~~contains~~reviewing ~~customary~~ and ~~reciprocal~~considering ~~restrictions~~the onpositions taken in the letter and ~~conduct~~Credence’s ofand LTX’s response thereto. If the Merger were ultimately determined to constitute a change of control and a designated event under the ~~Company’s~~indenture ~~businesses~~governing the Notes, Credence would be required to offer to repurchase all of the outstanding Notes at 100% of the principal amount thereof plus accrued and unpaid interest. Any required repurchase of the Notes would likely be financed from the ~~date~~combined companies’ available cash and cash equivalents or with other debt. At May 3, 2008, Credence had approximately $156 million cash, cash equivalents and marketable securities (approximately $33.4 million net of long-term debt) after giving effect to the repayment of $72.5 million of debt on May 13, 2008. At July 31, 2008, LTX had $71.5 million of cash, cash equivalents and marketable securities ($53.6 million net of long-term debt). Credence believes that, should the Merger ~~Agreement~~ultimately be determined to ~~the~~constitute ~~earlier~~a change of control and a designated event under the ~~termination~~indenture governing the Notes and require Credence to offer to repurchase all the outstanding Notes, a repurchase of the ~~Merger~~Notes ~~Agreement~~would ornot materially affect the ~~effective~~financial ~~time~~conditions and results of operations of the ~~Merger~~combined companies.

~~The~~- ~~obligation~~1 of each party to consummate the Merger is subject to customary conditions including the requisite approval of the stockholders of LTX and the Company, the accuracy of the other party’s representations and warranties, subject to an overall material adverse effect qualification, the material performance of, and material compliance with, all agreements and covenants in the Merger Agreement, the execution and delivery of certain ancillary documents, the expiration or termination of the applicable antitrust waiting period under the Hart-~~Scott-Rodino~~ ~~Antitrust Improvements Act of 1976, as amended, and the satisfaction of applicable foreign antitrust requirements, and the absence of certain governmental restraints on the Merger.~~

LTX and the Company may terminate the Merger Agreement at any time prior to the effective time of the Merger under certain circumstances including by mutual written consent, if the Merger is not consummated on or before January 20, 2009, if a governmental restraint prevents the consummation of the Merger, if the requisite stockholder approvals have not been obtained, or upon the other party’s uncured breach of any representation, warranty or obligation under the Merger Agreement.

The foregoing description of the Merger Agreement is qualified in its entirety by reference to the Merger Agreement, attached hereto as Exhibit 2.1, which is incorporated herein by reference.

The Merger Agreement contains representations and warranties that LTX and the Company made to each other as of specific dates. The assertions embodied in those representations and warranties were made solely for purposes of the Merger Agreement between LTX and the Company and may be subject to important qualifications and limitations agreed to by LTX and the Company in connection with negotiating its terms. Moreover, the representations and warranties may be subject to a contractual standard of materiality that may be different from what may be viewed as material to stockholders, or may have been used for the purpose of allocating risk between LTX and the Company rather than establishing matters as facts. For the foregoing reasons, no person should rely on the representations and warranties as statements of factual information at the time they were made or otherwise.

Concurrently with the execution of the Merger Agreement, LTX and the directors and executive officers of the Company have entered into voting agreements (the “Company Stockholder Voting Agreements”) and the Company and the directors and executive officers of LTX have entered into voting agreements (the “LTX Stockholder Voting Agreements”). Pursuant to the Company Stockholder Voting Agreements and the LTX Stockholder Voting Agreements, the directors and executive officers of the Company and LTX have agreed to vote all of their shares of capital stock of the Company and LTX, respectively, in favor of the Merger and the Merger Agreement and against any proposal made in opposition thereto. The Company is a party to the

Company Stockholder Voting Agreements and LTX is a party to the LTX Stockholder Voting Agreements, but only to the extent that they have agreed not to take actions to permit their respective stockholders to contravene their obligations under such agreements. The Company Stockholder Voting Agreements and the LTX Stockholder Voting Agreements expire on the earlier of the termination of the Merger Agreement or the effective time of the Merger.

The foregoing description of the Company Stockholder Voting Agreements is qualified in its entirety by reference to the form of Company Stockholder Voting Agreement, attached hereto as Exhibit 10.1, which is incorporated herein by reference. The foregoing description of the LTX Stockholder Voting Agreements is qualified in its entirety by reference to the form of LTX Stockholder Voting Agreement, attached hereto as Exhibit 10.2, which is incorporated herein by reference.

IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC

~~LTX~~This ~~plans~~communication tois ~~file~~being made with respect to the ~~SEC~~proposed abusiness ~~Registration~~combination ~~Statement on~~involving ~~Form~~LTX ~~S-4~~and inCredence. In connection with the ~~Merger~~proposed ~~and~~transaction, LTX ~~and~~has filed with the ~~Company~~Securities ~~plan~~and toExchange ~~file~~Commission ~~with~~ (the “SEC”) ~~and~~a ~~mail~~Registration toStatement ~~their~~on ~~respective~~Form ~~stockholders~~S-4 containing a Joint Proxy Statement/Prospectus inand ~~connection~~each of LTX and Credence may file with the ~~Merger.~~SEC ~~The~~other ~~Registration~~documents ~~Statement~~regarding ~~and~~ the proposed transaction. The Joint Proxy Statement/Prospectus, ~~will~~which ~~contain~~has been mailed to stockholders of LTX and Credence, contains important information about LTX, ~~the Company~~Credence, the ~~Merger~~transaction and related matters. Investors and security holders are urged to read the ~~Registration Statement and the~~ Joint Proxy Statement/Prospectus as well as other documents that may be filed with the SEC carefully ~~when~~ in their entirety because they ~~are~~contain ~~available~~important information about the proposed transaction.

Investors and security holders will be able to obtain free copies of the Registration Statement and the Joint Proxy Statement/Prospectus ~~(when they are available)~~ and other documents filed with the SEC by LTX and ~~the~~Credence ~~Company~~ through the website maintained by the SEC at www.sec.gov. In addition, investors and security holders will be able to obtain free copies of the Registration Statement and the Joint Proxy Statement/Prospectus from Credence by contacting Brenda Ropoulos at brenda_ropoulos@credence.com, or 408-635-4309.

InLTX ~~addition~~and Credence, ~~investors~~ and ~~security~~their ~~holders~~respective ~~will~~directors and executive officers, may be ~~able~~deemed to ~~obtain~~be ~~free~~participants ~~copies~~in the solicitation of proxies in respect of the ~~Registration~~transactions ~~Statement~~contemplated ~~and~~by the ~~Joint~~Agreement ~~Proxy~~and ~~Statement/Prospectus~~Plan of Merger, dated as of June 20, 2008, among LTX, Zoo Merger Corporation and Credence. Information regarding ~~(when~~LTX’s ~~they~~directors ~~are~~and ~~available)~~executive ~~from~~officers is contained in LTX’s byAnnual ~~contacting~~Report ~~Mark~~on ~~Gallenberger~~Form at10-K ~~mark_gallenberger@ltx~~for the fiscal year ended July 31, 2007, its proxy statement dated November 6, 2007 and its Current Report on Form 8-K filed on June 23, 2008 and July 29, 2008, which are filed with the SEC.~~com~~ orInformation ~~781~~regarding Credence’s directors and executive officers is contained in Credence’s Annual Report on Form 10-~~467~~K for the fiscal year ended November 3, 2007, its proxy statement dated March 7, 2008, its Current Reports on Form 8-~~5417~~K filed on April 18, or2008; May 1, ~~from~~2008; June 10, ~~the~~2008; June 17, ~~Company~~2008 byand ~~contacting~~June 23, ~~Brenda~~2008, ~~Ropoulos~~and atits ~~brenda_ropoulos@credence~~Form 4 filed on April 29, 2008, which are filed with the SEC.~~com~~ Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or ~~408-635-4309~~otherwise, is contained in the Joint Proxy Statement/Prospectus.

~~LTX~~SAFE ~~and~~HARBOR ~~the~~FOR Company, and their respective directors and executive officers, may be deemed to be participants in the solicitation of proxies in respect of the transactions contemplated by the Merger Agreement. Information regarding LTX’s directors and executive officers is contained in LTX’s Annual Report on Form 10FORWARD-KLOOKING ~~for~~STATEMENTS the fiscal year ended July 31, 2007 and its proxy statement dated November 6, 2007, which are filed with the SEC. As of June 16, 2008, LTX’s directors and executive officers beneficially owned approximately 4,201,725 shares, or 6.7%, of LTX’s common stock. Information regarding the Company’s directors and executive officers is contained in the Company’s Annual Report on Form 10-K for the fiscal year ended November 3, 2007, its proxy statement dated March 7, 2008 and its Current Reports on Form 8-K filed on April 18, 2007, May 1, 2008, June 10, 2008 and June 17, 2008, which are filed with the SEC. As of June 16, 2008, the Company’s directors and executive officers beneficially owned approximately 1,348,090 shares, or 1.3%, of the Company’s common stock. In connection with the transaction, Mr. Tacelli has agreed with LTX that the Merger will not constitute a change of control for purposes of his Change-of-Control Employment Agreement dated March 2, 1998 and Mr. Gallenberger has agreed with LTX that the Merger will not constitute a change of control for purposes of his Change-of-Control Employment Agreement dated October 2, 2000. In connection with the transaction, each of Mr. Lev and Mr. Eichler has entered into a Transition Services Agreement with the Company pursuant to which they have agreed to accept new positions with the Company, and perform certain transition services for the Company, for a period of six months following the closing of the transaction in exchange for certain salary, bonus, acceleration of equity-based awards and other compensation. A more complete description will be available in the Registration Statement and the Joint Proxy Statement/Prospectus.

~~Item 5.02.~~Statements ~~Departure~~in ofthis Current ~~Directors~~Report oron ~~Certain~~Form ~~Officers;~~8-K ~~Election~~regarding the proposed transaction between LTX and Credence, including statements regarding the ability of ~~Directors;~~LTX ~~Appointment~~and Credence to complete the proposed merger, the ability of ~~Certain~~LTX ~~Officers;~~to ~~Compensatory~~obtain stockholder approval of matters ~~Arrangements~~relating to the proposed merger, whether the proposed merger will be determined to constitute a change of ~~Certain~~control ~~Officers.~~and a designated event under the indenture governing the Notes, whether

~~Concurrently~~- ~~with~~2 the execution of the Merger Agreement, each of Lavi Lev, President and Chief Executive Officer of the Company, and Kevin C. Eichler, Chief Financial Officer of the Company, has entered into a Transition Services Agreement with the Company (the “Transition Services Agreements”). Pursuant to the Transition Services Agreements, Mr. Lev and Mr. Eichler have agreed to accept new positions with the Company, and perform certain transition services for the Company, for a period of six months following the closing of the Merger in exchange for certain salary, bonus, acceleration of equity-~~based~~ awards and other compensation. Mr. Lev and Mr. Eichler have also agreed not to compete with the Company for a period of nine months following the closing of the Merger. The Transition Services Agreements become effective upon the consummation of the Merger and such agreements will be of no force or effect if the Merger is not consummated or the Merger Agreement is terminated, except that the cancellation of the stock option granted to Mr. Lev on June 4, 2008 became effective immediately upon execution of Mr. Lev’s Transition Services Agreement.

~~The~~ Credence ~~foregoing~~will ~~description~~be required to offer to repurchase all of the ~~Transition~~outstanding ~~Services~~Notes ~~Agreements~~following isthe ~~qualified~~proposed inmerger, ~~its~~the ~~entirety~~timing of the completion of the proposed merger and any other statements about LTX or Credence managements’ future expectations, beliefs, goals, plans or prospects constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements that are not statements of historical fact (including statements containing “believes,” “anticipates,” “plans,” “expects,” “may,” “will,” “would,” “intends,” “estimates” and similar expressions) should also be considered to be forward-looking statements. There are a number of important factors that could cause actual results or events to differ materially from those indicated by ~~reference~~such forward-looking statements, including: the ability to obtain stockholder approval for matters relating to the ~~Transition~~proposed ~~Services~~merger, ~~Agreements~~the ability to satisfy the other conditions to the completion of proposed merger, ~~attached~~the ~~hereto~~ability asto ~~Exhibit~~consummate the proposed merger, the determination of whether the proposed merger constitutes a change of control and a designated event under the indenture governing the Notes, and the other factors described in LTX’s Annual Report on Form 10.3-K for the fiscal year ended July 31, 2007 and Credence’s Annual Report on Form 10.4-K for the fiscal year ended November 3, ~~which~~2007, ~~are~~their ~~incorporated~~most ~~herein~~recent byQuarterly ~~reference~~Reports on Form 10-Q and their Joint Proxy Statement/Prospectus, each as filed with the SEC. LTX and Credence disclaim any intention or obligation to update any forward-looking statements as a result of developments occurring after the filing of this Current Report on Form 8-K.

~~Item 8.01.~~- ~~Other Events.~~3 -

OnSIGNATURE June 22, 2008, LTX and the Company issued a joint press release announcing that they had entered into the Merger Agreement. A copy of the press release is attached hereto as Exhibit 99.1, and is incorporated herein by reference.

~~Item 9.01.~~Pursuant ~~Financial Statements~~to ~~and~~the ~~Exhibits~~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.

(d) Exhibits.


	CREDENCE SYSTEMS CORPORATION

Date: August 26, 2008	By:	/s/ Kevin C. Eichler
		Kevin C. Eichler Chief Financial Officer

The following exhibits are being filed with this Current Report on Form 8-K:

ExhibitNumber		Description
2.1		Agreement and Plan of Merger, dated June 20, 2008, by and among LTX Corporation, Zoo Merger Corporation and Credence Systems Corporation(1)
10.1		Form of Company Stockholder Voting Agreement
10.2		Form of LTX Stockholder Voting Agreement
10.3		Transition Services Agreement, dated June 20, 2008, by and between Lavi Lev and Credence Systems Corporation
10.4		Transition Services Agreement, dated June 20, 2008, by and between Kevin C. Eichler and Credence Systems Corporation
99.1		Press Release, dated June 22, 2008

(1) The exhibits and schedules to the Merger Agreement have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. The Company will furnish copies of any of such exhibits or schedules to the SEC upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CREDENCE SYSTEMS CORPORATION By: /s/ Kevin C. Eichler Kevin C. Eichler Chief Financial Officer

Date: June 23, 2008

EXHIBIT INDEX

ExhibitNumber		Description
2.1		Agreement and Plan of Merger, dated June 20, 2008, by and among LTX Corporation, Zoo Merger Corporation and Credence Systems Corporation(1)
10.1		Form of Company Stockholder Voting Agreement
10.2		Form of LTX Stockholder Voting Agreement
10.3		Transition Services Agreement, dated June 20, 2008, by and between Lavi Lev and Credence Systems Corporation
10.4		Transition Services Agreement, dated June 20, 2008, by and between Kevin C. Eichler and Credence Systems Corporation
99.1		Press Release, dated June 22, 2008

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