UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 21, 2004 KLA-Tencor Corporation (Exact name of registrant as specified in its charter) 000-09992 (Commission File Number) Delaware 04-2564110 --------------------------------------------- ------------------- (State or other jurisdiction of incorporation) (I.R.S. Employer Identification No.) 160 Rio Robles San Jose, California 95134 (Address of principal executive offices, with zip code) (408) 875-3000 (Registrant's telephone number, including area code) N/A (Former name or former address, if changed since last report) Item 7. Financial Statements and Exhibits. (c) Exhibits. Exhibit Description ------- ----------- 99.1 Press Release issued by KLA-Tencor Corporation dated April 21, 2004. Item 12. Results of Operations and Financial Condition On April 21, 2004, KLA-Tencor Corporation, (the "Company") issued a press release regarding its financial results for the quarter ended March 31, 2004. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K. The information in this Form 8-K and the exhibit attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing. -2- 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 hereunto duly authorized. KLA-TENCOR CORPORATION Date: April 21, 2004 By: /s/ John H. Kispert ------------------------ John H. Kispert Executive Vice President and Chief Financial Officer INDEX TO EXHIBITS Exhibit Description ------- ----------- 99.1 Press Release issued by KLA-Tencor Corporation dated April 21, 2004.