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): September 9, 2008

LTX-CREDENCE CORPORATION

(Exact name of registrant as specified in charter)

Massachusetts	000-10761	04-2594045
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

825 University Avenue, Norwood, Massachusetts	02062
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (781) 461-1000

Not applicable

(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:

¨ 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 2.05 Costs Associated with Exit or Disposal Activities

On September 2, 2008, management of LTX-Credence Corporation (the “Company”) approved a plan to terminate employees in various locations in connection with the implementation of its integration plan following the merger of equals of the Company and Credence Systems Corporation (the “Merger”) that was completed on August 29, 2008. The Company completed notifying affected employees on September 9, 2008, with the exception of employees in certain international locations.

As a result of this plan of termination, the Company expects to incur approximately $17.3 million related to employee termination actions, a portion of which will be recorded as restructuring charges in the quarter ending October 31, 2008 and a portion of which will be recorded as an adjustment to the allocation of the purchase price paid by the Company in connection with the Merger under the purchase method of accounting. Substantially all of these amounts will result in future cash expenditures which the Company expects will be paid within the next 12 months.

The Company is also finalizing plans to close certain redundant facilities associated with the Merger. However, at this time, the Company is not able to make an estimate of the total charges related to these facility closures. The Company will file an amended report on Form 8-K when it determines such estimate and if that estimate is material.

Forward-Looking Statements

This Current Report of Form 8-K contains “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements contained in this Form 8-K that relate to prospective events or developments, including, without limitation, the amount of expenses to be incurred as a result of the plan of termination, restructuring charges to be recognized by the Company, adjustments to the allocation of the purchase price in connection with the Merger to be recorded by the Company and the timing of the cash expenditures in connection with the plan of termination, are deemed to be forward-looking statements. Words such as “expects,” “will” and similar expressions are intended to identify forward-looking statements. There are a number of important risk factors that could cause actual results or events to differ materially from those indicated by these forward-looking statements, including, factors which are described under the caption “Risk Factors” in the Company’s most recent annual report of Form 10-K and quarterly report on Form 10-Q and in the Company’s Joint Proxy Statement/Prospectus dated July 29, 2008, each as filed with the Securities and Exchange Commission. The Company disclaims any intention or obligation to update any forward-looking statements as a result of developments occurring after the filing of this Form 8-K.

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: September 12, 2008	LTX-Credence Corporation
	By:	/s/    Mark J. Gallenberger
		Mark J. Gallenberger Vice President & Chief Financial Officer