<PAGE>
As Filed With the Securities and Exchange Commission on August 8, 1995
Registration No. 33-
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington. D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
CERADYNE, INC.
(Exact name of registrant as specified in its charter)
Delaware 33-0055414
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3169 Red Hill Avenue, Costa Mesa, California 92626
(Address of Principal Executive Offices)
-------------------------
1995 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
------------------------
James F. Gardner,
Vice President and Chief Financial Officer
Ceradyne, Inc.
3169 Red Hill Avenue
Costa Mesa, California 92626
(Name and address of agent for service)
(714) 549-0421
(Telephone number, including area code, of agent for service)
Copy to:
Robert E. Rich, Esq.
Stradling, Yocca, Carlson & Rauth, A Professional Corporation
660 Newport Center Drive, Suite 1600, Newport Beach, California 92660
(Facing page continued on next page)
This document contains 15 pages
Exhibit Index is on Page 8
<PAGE>
(Facing page continued)
CALCULATION OF REGISTRATION FEE
<TABLE>
----------------------------------------------------------------------------------------------------
<CAPTION>
Proposed Maximum Proposed Maximum
Title of Securities Amount To Be Offering Price Aggregate Offering Amount Of
To Be Registered Registered Per Share (1) Price (1) Registration Fee
----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 100,000 $4.875 $487,500 $168.11
$.01 Par Value shares
----------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee, in
accordance with Rule 457(h), on the basis of the price of securities of the
same class as determined in accordance with Rule 457(c), using the average
of the high and low prices reported by the NASDAQ Stock Market on August 2,
1995.
2
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The following documents filed with the Securities and Exchange Commission
are incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994.
(b) All other reports filed by the Registrant pursuant to Sections 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
since the end of the fiscal year covered by the annual report referred to in (a)
above.
(c) The description of the Registrant's Common Stock which is contained in
the Registrant's registration statement on Form 8-B filed under the Exchange
Act, including any amendment or report filed for the purpose of updating such
description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment to the registration statement which indicates that all of
the shares of Common Stock offered have been sold or which deregisters all of
such shares then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of the filing of such
documents, except as to any portion of any future annual or quarterly report to
stockholders or document which is not deemed filed under such provisions. For
the purposes of this registration statement, any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded to the extent that a statement contained
herein or in any other subsequently filed document which also is or is deemed to
be incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this registration statement.
Item 4. Description of Securities.
-------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
(a) As permitted by the Delaware General Corporation Law, the Registrant's
Certificate of Incorporation eliminates the liability of directors to the
Registrant or its stockholders for monetary damages for breach of fiduciary duty
as a director, except to the extent otherwise required by the Delaware General
Corporation Law.
(b) The Registrant's Bylaws provide that the Registrant will indemnify each
person who was or is made a party to any proceeding by reason of the fact that
such person is or was a director or officer of the Registrant against all
expense, liability and loss reasonably incurred or suffered by such person in
connection therewith to the fullest extent authorized by the Delaware General
Corporation Law.
3
<PAGE>
(c) The Registrant's Bylaws also give the Registrant the ability to enter
into indemnification agreements with each of its directors and officers. The
Registrant has entered into indemnification agreements with each of its
directors and officers, which provide for the indemnification of such directors
and officers against any and all expenses, judgments, fines, penalties and
amounts paid in settlement, to the fullest extent permitted by law.
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not Applicable.
Item 8. Exhibits.
--------
4.1 Ceradyne, Inc. 1995 Employee Stock Purchase Plan.
5.1 Opinion of Stradling, Yocca, Carlson & Rauth, A Professional
Corporation.
23.1 Consent of Stradling, Yocca, Carlson & Rauth, a Professional
Corporation (included in Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP.
24.1 Power of Attorney (included on the signature page to the Registration
Statement).
Item 9. Undertakings.
------------
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
-------- -------
the registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
4
<PAGE>
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment
by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Costa Mesa, State of California, on the 7th day of
August, 1995.
CERADYNE, INC.
By: /S/ JOEL P. MOSKOWITZ
---------------------
Joel P. Moskowitz
Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Ceradyne, Inc., do hereby
constitute and appoint Joel P. Moskowitz and James F. Gardner, or either of
them, our true and lawful attorneys-in-fact and agents, each with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments to this Registration
Statement, and to file the same, with exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite are necessary to be done
in and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that each of said
attorney-in-fact and agents, or his substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/S/ JOEL P. MOSKOWITZ Chairman of the Board, Chief August 7, 1995
--------------------------- Executive Officer, President and
Joel P. Moskowitz Director (principal executive
officer)
/S/ JAMES F. GARDNER Vice President--Finance and August 7, 1995
--------------------------- Chief Financial Officer (principal
James F. Gardner financial officer)
/S/LEONARD M. ALLENSTEIN
--------------------------- Director August 7, 1995
Leonard M. Allenstein
</TABLE>
6
<PAGE>
<TABLE>
<S> <C> <C>
/S/ RICHARD A. ALLIEGRO
-------------------------- Director August 7, 1995
Richard A. Alliegro
/S/ FRANK EDELSTEIN Director August 7, 1995
--------------------------
Frank Edelstein
/S/ NORMAN A. GJOSTEIN Director August 7, 1995
--------------------------
Norman A. Gjostein
/S/ WILLIAM P. LANPHEAR Director August 7, 1995
--------------------------
William P. Lanphear
/S/ MELVIN A. SHADER Director August 7, 1995
--------------------------
Melvin A. Shader
/S/ MILTON L. LOHR Director August 7, 1995
--------------------------
Milton L. Lohr
</TABLE>
7
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Sequential
Number Description Page Number
------- ------------ -----------
<C> <S> <C>
4.1 Ceradyne, Inc. 1995 Employee Stock Purchase Plan. 9
5.1 Opinion of Stradling, Yocca, Carlson & Rauth, A Professional 14
Corporation.
23.1 Consent of Stradling, Yocca, Carlson & Rauth, a Professional
Corporation (Included in Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP. 15
24.1 Power of Attorney (included on the signature page to the Registration
Statement)
</TABLE>
8
<PAGE>
EXHIBIT 4.1
CERADYNE, INC.
1995 EMPLOYEE STOCK PURCHASE PLAN
1. Establishment and Purposes of the Plan.
The Ceradyne, Inc. 1995 Employee Stock Purchase Plan (the "Plan") is hereby
established to provide to eligible employees of Ceradyne, Inc. (the "Company")
and its participating subsidiaries, if any, an incentive to join and remain in
the service of the Company and its subsidiaries, to advance the best interests
of the Company, to promote employee morale, and to encourage employee ownership
of the Company's Common Stock. These purposes are sought to be accomplished
under the Plan by enabling employees to subscribe for and purchase directly from
the Company shares of the Company's Common Stock at a discount from the market
price, and to pay the purchase price in installments by payroll deductions. The
Plan is intended to qualify as an "employee stock purchase plan" under Section
423 of the Internal Revenue Code of 1986, as amended (the "Code") (including any
amendments or replacements of such section), and the Plan shall be so construed.
2. Administration.
The Plan shall be administered by the Board of Directors of the Company
(the "Board") or by a committee composed of at least two directors (the
"Committee") appointed from time to time by the Board. As hereinafter used in
this Plan, the term "Committee" shall refer to the Board if no Committee is then
designated. The Committee shall be vested with full authority to construe,
interpret and implement the Plan, and to make, administer, and interpret such
rules and regulations as it deems necessary to administer the Plan. Any such
determination, decision or action of the Committee with respect to any matter
relating to the Plan shall be final, conclusive and binding on all participants.
3. Stock Subject to the Plan.
An aggregate of 100,000 shares of Common Stock, $.01 par value, of the
Company may be sold under the Plan. Such shares may be either authorized but
unissued shares, or shares reacquired by the Company for sale under the Plan. In
the event any shares offered under the Plan are not purchased, then such shares
shall again be available for sale under the Plan. The number and type of shares
subject to the Plan, and the number and type of shares subject to and the
purchase price of outstanding rights to purchase shares under the Plan, shall be
appropriately adjusted by the Committee in the event of any subdivision or
combination of outstanding shares, the payment of a stock dividend, the
reclassification or exchange of shares or like change in the capital structure
of the Company.
4. Employees Eligible to Participate.
Every employee of the Company, and every employee of any subsidiary
corporation of the Company to which the Plan may be extended by action of the
Company's Board of Directors, is eligible to participate in the Plan except the
following:
(a) Employees who have not been continuously employed for a period of
at least thirty (30) days as of the date an offering is made under the
Plan;
1
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(b) Employees who are customarily employed twenty (20) hours or less
per week;
(c) employees who are customarily employed for five (5) months or
less in a calendar year; and
(d) Any employee who owns, or immediately after an offering under the
Plan would be deemed to own (under Section 424(d) of the Code, relating to
attribution of stock ownership) shares of stock possessing 5% or more of
the total combined voting power or value of all classes of stock of the
Company or of any parent or subsidiary of the Company. For this purpose,
shares which the employee may purchase under outstanding options shall be
treated as stock owned by the employee.
5. Offering Periods.
Each offering under the Plan shall commence on such date (the "Offering
Date") and shall continue for such period (the "Offering Period") as the
Committee in its discretion shall designate from time to time. Unless the
Committee designates otherwise, offerings shall be made once each year and each
Offering Period shall be for a period of twelve (12) months. In no event may any
Offering Period exceed a duration of twenty-seven (27) months. The last day of
each Offering Period shall be the "Purchase Date."
6. Method of Participation; Payroll Deductions.
There will be an enrollment period of thirty (30) days immediately
preceding the Offering Date of each offering made under the Plan. Each employee
who will be eligible to participate in the Plan as of the Offering Date of any
offering may elect to participate in that offering by delivering to the Company
during the enrollment period a completed subscription agreement in the form
provided for that purpose by the Committee. An employee may participate in each
offering under the Plan for which he or she is eligible, but must elect to
participate by submitting a new subscription agreement for each offering during
the applicable enrollment period, regardless of whether he or she has
participated in any previous offerings. The subscription agreement shall
authorize the Company to withhold a percentage of the participant's base pay
through regular payroll deductions during the applicable Offering Period, and
the amount withheld shall be credited to the Participant's account for payment
for the shares to be purchased. Each participant shall designate in the
subscription agreement the amount to be withheld from his or her base pay, which
may be not less than 1% nor more than 15% of his or her base pay. "Base pay"
shall include all salaries and regular hourly wages, but shall not include
bonuses, commissions, extra pay for extra hours worked outside the participant's
regular work schedule, or other special payments, fees or allowances. Payroll
deductions shall commence on the first payday following the Offering Date and
shall continue until the last payday prior to the Purchase Date unless sooner
terminated as provided in Section 10 below. A participant may lower, but not
increase, the rate of payroll deductions at any time during an Offering Period
by submitting to the Company an amended subscription agreement, in which case
the new rate shall become effective within fifteen (15) days after the Company's
receipt of the amended agreement. Complete withdrawal from the Plan at any time
prior to the Purchase Date is permitted as provided in Section 10 below.
7. Purchase Price.
(a) The purchase price at which shares will be sold in any Offering Period
under the Plan shall be the lower of:
(i) 85% of the fair market value of the shares on the first day of
the Offering Period (the "Offering Date"), or
(ii) 85% of the fair market value of the shares on the last day of
the Offering Period (the "Purchase Date").
2
<PAGE>
(b) The "fair market value" of the Company's Common Stock on the Offering
Date or on the Purchase Date, as the case may be, shall be the per share price
of the last sale of such stock in the over-the-counter market as reported on the
NASDAQ Stock Market. If the Common Stock is listed for trading on an exchange,
the fair market value shall be the last reported sale price of the Common Stock
on the principal stock exchange on which the Company's Common Stock is traded on
that date. If no trading occurred on such date, the fair market value shall be
the mean between the representative closing bid and asked prices for the Common
Stock on such exchange or in the over-the-counter market, as the case may be, on
that date, or, if such securities' markets were closed on that date, on the next
preceding date on which such securities' markets were open for trading.
8. Purchase of Stock.
(a) At the end of each Offering Period, the maximum number of whole shares
which may be purchased with each participant's accumulated payroll deductions
will automatically be purchased for the participant at the applicable purchase
price determined as provided in Section 7 above, subject to the limitations in
Section 9 below. Any cash balance remaining in an employee's account
attributable to a fractional share shall be refunded promptly to the
participant. No stock shall be purchased on behalf of an employee whose
participation in the Plan has terminated prior to the Purchase Date of the
Offering Period. Because any participant may withdraw his or her accumulated
payroll deductions and terminate his or her participation in the Plan at any
time during an Offering Period prior to the Purchase Date, the participant is,
in effect, given an option which he or she may or may not exercise at the
completion of the Offering Period.
(b) As soon as practicable following the Purchase Date, the Company will
deliver to each participant a stock certificate or certificates issued in his or
her name for the number of shares purchased. The time of issuance and delivery
of shares may be postponed for such period as may be necessary to comply with
the registration requirements under the Securities Act of 1933, as amended, the
listing requirements of any securities exchange on which the Common Stock may
then be listed, or the requirements under other laws or regulations applicable
to the issuance or sale of such shares.
9. Limitation on Shares to be Purchased.
No employee shall be entitled to purchase stock under the Plan in an amount
which would permit his or her rights (under this Plan and any similar plans of
the Company and any parent and subsidiary corporations of the Company) to accrue
at a rate which exceeds $25,000 in fair market value, determined as of the
Offering Date, for each calendar year in which the employee participates in the
Plan. In addition, no more than 750 shares may be purchased by a participant in
any single offering. In the event the number of shares to be purchased by all
employees participating in the Plan exceeds the number of shares remaining
available in the Plan, the Company will make a pro rata allocation of the
remaining shares in as uniform a manner as shall be practicable and as it shall
determine to be equitable. Any payroll deductions accumulated in a participant's
account which are not used to purchase stock due to the limitations in this
section shall be returned to the participant promptly after the end of the
Offering Period.
10. Termination of Participation.
(a) Withdrawal from the Plan. Any time prior to the Purchase Date of an
Offering Period any participating employee may withdraw from the Plan by giving
written notice to that effect to the Company. Such employee's participation in
the Plan shall thereupon terminate, his or her payroll deduction authorization
will be cancelled, and the Company shall promptly refund to such employee,
without interest,
3
<PAGE>
the amount of his or her accumulated payroll deductions. An employee who
withdraws from the Plan may participate in the Plan in any subsequent offering
if he or she is otherwise eligible under the Provisions of Section 4 above.
(b) Termination of Employment or Death. An employee's participation in the
Plan shall terminate automatically upon termination of employment, for any
reason, or upon his or her death. Upon termination of participation, the Company
shall promptly refund to such employee or the representative of such employee's
estate, as the case may be, without interest, the amount of such employee's
accumulated payroll deductions.
11. Excused Absences.
During leaves of absence approved by the Company, a participant may, for
such period of time as the Committee in its sole discretion shall deem
reasonable (and as permitted by applicable regulations under the Code), continue
participation in the Plan by cash payment to the Company on his or her normal
paydays equal to the reduction in his or her payroll deductions caused by such
absence. Failure to pay any installment within fifteen (15) days after the
payday on which it is due shall be deemed to constitute a notice of withdrawal
from the Plan and the Company will refund the employee's accumulated payroll
deductions as provided in Section 10(a) above.
12. Rights Not Transferable.
No employee shall sell, assign, transfer, pledge or otherwise dispose of or
encumber either his or her right to participate in the Plan or his or her
interest in any share to be issued upon payment of the purchase price, and
except as otherwise provided by law, such right and interest shall not be liable
for or subject to the debts, contracts, or liabilities of the employee. If any
such action is taken by the employee, or any claim is asserted by any other
party in respect to such right or interest, such action or claim shall be null
and void and of no effect.
13. Rights as Shareholder or Employee.
An employee shall have no rights as a shareholder with respect to shares
under election to purchase until a stock certificate has been issued to him or
her as provided in Section 8 above. Nothing in this Plan or in any subscription
agreement shall confer upon any participant any right to continue in the
employ of the Company or its subsidiaries or limit in any way the right of the
Company (or subsidiary) to terminate the participant's employment at any time.
14. Use of Funds; No Interest Paid.
All funds received or held by the Company under the Plan will be included
in the general funds of the Company free of any trust or other restriction and
may be used for any corporate purpose. No interest will be paid to any
participant or credited to his or her account under the Plan.
15. Corporate Bearing of Expenses.
No charge of any kind will be made by the Company against the funds held
under the Plan other than the application of the funds to payment for shares
purchased under the Plan. The Company will pay all issue or transfer taxes with
respect to the sale of shares under the Plan and all other fees and expenses
incurred by the Company in connection therewith.
4
<PAGE>
16. Merger, Acquisition or Liquidation.
In the event of the merger or consolidation of the Company into another
corporation, the acquisition by another corporation of all or substantially all
of the Company's assets, or the liquidation or dissolution of the Company, the
Purchase Date with respect to any outstanding options shall be the business day
immediately preceding the effective date of such merger, consolidation,
acquisition, liquidation or dissolution unless the Committee shall, in its sole
discretion, provide for the assumption or substitution of such options in a
manner complying with Section 424(a) of the Code.
17. Effective Date, Amendment and Termination of Plan.
(a) The Plan shall become effective upon its adoption by the Board of
Directors. However, unless the Plan is approved by the shareholders of the
Company within twelve (12) months before or after the date of the Board's
initial adoption of the Plan, the Plan and all options granted hereunder shall
be cancelled. No shares may be sold under the Plan prior to and unless such
shareholder approval is obtained.
(b) The Board of Directors may at any time amend, suspend or terminate the
Plan; provided that the rights of participants under options previously granted
under the Plan may not be adversely affected without the participants' consent,
and any amendment that would (i) increase the aggregate number of shares
authorized for sale under the Plan (except as provided in Section 3 above), of
(ii) change the standards of eligibility for participation in the Plan, shall
not be effective unless approved by the shareholders within twelve (12) months
of the adoption of such amendment by the Board.
(c) Unless previously terminated by the Board of Directors, the Plan shall
terminate ten (10) years after it becomes effective, but no such termination
shall affect options previously granted under the Plan.
5
<PAGE>
(LETTERHEAD OF STRADLING, YOCCA, CARLSON & RAUTH)
August 7, 1995
Ceradyne, Inc.
3169 Redhill Avenue
Costa Mesa, California 92626
Re: Registration Statement on Form S-8
1995 Employee Stock Purchase Plan
Gentlemen:
We have acted as counsel for Ceradyne, Inc., a Delaware
corporation (the "Company"), in connection with the preparation of a
Registration Statement on Form S-8 (the "Registration Statement")
which the Company intends to file with the Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended (the
"Act"). The Registration Statement relates to 100,000 shares of the
Company's Common Stock, $.01 par value (the "Shares"), which may be
issued and sold by the Company upon the exercise of options granted
and to be granted under the Ceradyne, Inc. 1995 Employee Stock
Purchase Plan (the "Plan").
We have reviewed the corporate action of the Company in
connection with this matter and have examined such documents,
corporate records and other instruments as we have deemed necessary
for the purpose of this opinion.
Based upon the foregoing, it is our opinion that the Shares have
been duly authorized and, upon issuance and delivery and payment
therefor in accordance with the provisions of the Plan, will be duly
and validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the
Securities and Exchange Commission in connection with the filing of
the Registration Statement.
Very truly yours,
STRADLING, YOCCA, CARLSON & RAUTH
EXHIBIT 5.1
<PAGE>
[LETTERHEAD OF ARTHUR ANDERSEN LLP]
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-8 of our report dated March
6, 1995 appearing on page 31 of the Annual Report on Form 10-K of Ceradyne, Inc.
for the year ended December 31, 1994.
/s/ Arthur Andersen LLP
-------------------------------
ARTHUR ANDERSEN LLP
Orange County, California
July 28, 1995
EXHIBIT 23.2
