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): April 29, 2014

LTX-Credence Corporation

(Exact Name of Registrant as Specified in its Charter)

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

(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 (see General Instruction A.2. below):

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)

Executive Employment Agreements

On April 29, 2014, LTX-Credence Corporation (the “Company”) entered into executive employment agreements (each, an “Executive Employment Agreement”) with each of David G. Tacelli, the Company’s Chief Executive Officer, and Mark J. Gallenberger, the Company’s Chief Operating Officer and Chief Financial Officer.

Mr. Tacelli’s Executive Employment Agreement (the “Tacelli Executive Employment Agreement”) provides for a base salary of $600,000 per annum, subject to adjustment from time to time in the Company’s sole discretion. Mr. Gallenberger’s Executive Employment Agreement (the “Gallenberger Executive Employment Agreement”), which superseded the retention agreement, dated as of July 20, 2008, between Mr. Gallenberger and the Company, provides for a base salary of $410,000 per annum, subject to adjustment from time to time in the Company’s sole discretion. Under the terms of the Executive Employment Agreements, each of Mr. Tacelli and Mr. Gallenberger are also entitled to (i) an annual target incentive bonus, initially equal to 50% of the executive’s annualized base salary, subject to the terms and conditions of the Company’s annual bonus plan applicable to executives, (ii) participate in any equity or other long-term compensation programs established from time to time by the Company for its executive officers, and (iii) certain benefits and expense reimbursements in accordance with Company policies.

In addition, the Executive Employment Agreements provide that, if the executive’s employment is terminated by the Company without cause, or if the executive terminates his employment with the Company for good reason, the executive will be entitled to the following severance benefits, subject to the executive executing and not revoking a Company provided severance and release agreement:

In the event the executive become entitled to severance or benefits under the executive’s change of control agreement with the Company, the executive will no longer be entitled to the severance benefits under the terms of the executive’s Executive Employment Agreement.

Pursuant to the terms of the Executive Employment Agreements, each executive has also agreed to obligations with respect to confidentiality, ownership of intellectual property, non-competition and non-solicitation.

The foregoing description of the Executive Employment Agreements does not purport to be complete and is qualified in its entirety by reference to the Tacelli Executive Employment Agreement, which is filed as Exhibit 10.1 hereto and hereby incorporated by reference, and the Gallenberger Executive Employment Agreement, which is filed as Exhibit 10.2 hereto and hereby incorporated by reference.

Addendum to Employment Agreement

On April 29, 2014, the Company also entered into an addendum (the “Addendum”) to the employment agreement, dated December 19, 2011 (the “Ronde Employment Agreement”), between the Company and Pascal Ronde, the Company’s Senior Vice President, Sale and Global Customer Team. The Addendum, among other things, provides that in the event Mr. Ronde is terminated by the Company, except in the case of gross or wilful misconduct, Mr. Ronde shall be entitled to receive the following, subject to Mr. Ronde executing and not revoking a Company provided settlement agreement:

Except as modified by the Addendum, the Ronde Employment Agreement remains in full force and effect.

The foregoing description of the Addendum does not purport to be complete and is qualified in its entirety by reference to Addendum, which is filed as Exhibit 10.3 hereto and hereby incorporated by reference, and the Ronde Employment Agreement, which is filed as Exhibit 10.4 hereto and hereby incorporated by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

See Exhibit Index attached hereto.

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.

EXHIBIT INDEX