<PAGE>
As Filed With the Securities and Exchange Commission on June 30, 1995
Registration No. 33-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington. D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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CERADYNE, INC.
(Exact name of registrant as specified in its charter)
Delaware 33-0055414
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
3169 Red Hill Avenue, Costa Mesa, California 92626
(Address of Principal Executive Offices)
-------------------------
1985 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 10 pages
Exhibit Index is on Page 8
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(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 (1) Per Share (2) Price (2) Registration Fee
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<S> <C> <C> <C> <C>
Common Stock, 20,000 $4.625 $92,500 $31.90
$.01 Par Value shares
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</TABLE>
(1) As permitted by General Instruction E to Form S-8 under the Securities Act
of 1933, this Registration Statement also relates to an aggregate of
100,000 shares of the Registrant's Common Stock previously registered
pursuant to Registration Statements on Form S-8 (Registration Nos. 2-97695
and 33-22543). The contents of such earlier Registration Statements are
incorporated herein by this reference.
(2) 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 June 23,
1995.
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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.
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(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. 1985 Employee Stock Purchase Plan (incorporated by
reference to Exhibit 10.26 to Registrant's Registration Statement
on Form S-1 (File No. 2-99930) filed on September 25, 1985).
4.2 Amendment dated June 11, 1986 to the Ceradyne, Inc. 1985 Employee
Stock Purchase Plan (incorporated by reference to Exhibit 4.6 to
Registrant's Registration Statement on Form S-8 (File No. 33-
22543) filed on June 16, 1988).
4.3 Amendment dated January 25, 1993 to the Ceradyne, Inc. 1985
Employee Stock Purchase Plan (incorporated by reference to Exhibit
10.28 to Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1993).
5 Opinion of Stradling, Yocca, Carlson & Rauth, A Professional
Corporation.
23.1 Consent of Stradling, Yocca, Carlson & Rauth, a Professional
Corporation (included in Exhibit 5).
23.2 Consent of Arthur Andersen LLP.
24 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
4
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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.
(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.
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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 29th day of
June, 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 June 29, 1995
- -------------------------- Executive Officer, President and
Joel P. Moskowitz Director (principal executive
officer)
/S/ JAMES F. GARDNER Vice President--Finance and June 29, 1995
- -------------------------- Chief Financial Officer (principal
James F. Gardner financial officer)
/S/LEONARD M. ALLENSTEIN
- -------------------------- Director June 29, 1995
Leonard M. Allenstein
</TABLE>
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<TABLE>
<S> <C> <C>
/S/ RICHARD A. ALLIEGRO
- -------------------------- Director June 29, 1995
Richard A. Alliegro
/S/ FRANK EDELSTEIN
- -------------------------- Director June 29, 1995
Frank Edelstein
/S/ NORMAN A. GJOSTEIN
- -------------------------- Director June 29, 1995
Norman A. Gjostein
/S/ WILLIAM P. LANPHEAR
- -------------------------- Director June 29, 1995
William P. Lanphear
/S/ MELVIN A. SHADER
- -------------------------- Director June 29, 1995
Melvin A. Shader
/S/ MILTON L. LOHR
- -------------------------- Director June 29, 1995
Milton L. Lohr
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Sequential
Number Description Page Number
- ------- ----------- -----------
<C> <S> <C>
4.1 Ceradyne, Inc. 1985 Employee Stock Purchase Plan (incorporated by
reference to Exhibit 10.26 to Registrant's Registration Statement on
Form S-1 (File No. 2-99930) filed on September 25, 1985).
4.2 Amendment dated June 11, 1986 to the Ceradyne, Inc. 1985
Employee Stock Purchase Plan (incorporated by reference to Exhibit
4.6 to Registrant's Registration Statement on Form S-8 (File No. 33-
22543) filed on June 16, 1988).
4.3 Amendment dated January 25, 1993 to the Ceradyne, Inc. 1985
Employee Stock Purchase Plan (incorporated by reference to Exhibit
10.28 to Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1993).
5 Opinion of Stradling, Yocca, Carlson & Rauth, A Professional
Corporation.
23.1 Consent of Stradling, Yocca, Carlson & Rauth, a Professional
Corporation (Included in Exhibit 5).
23.2 Consent of Arthur Andersen LLP.
24 Power of Attorney (included on the signature page to the Registration
Statement)
</TABLE>
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[LETTERHEAD OF STRADLING, YOCCA, CARLSON & RAUTH]
June 29, 1995
Ceradyne, Inc.
3169 Redhill Avenue
Costa Mesa, California 92626
Re: Registration Statement on Form S-8
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 an additional
20,000 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. 1985 Employee Stock Purchase Plan, as
amended (the "Purchase 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 Purchase 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
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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 reports 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.
ARTHUR ANDERSEN LLP
Orange County, California
June 30, 1995
