<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 2
X ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
___
1934 (Fee required)
For the Fiscal Year Ended December 31, 1995
___ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (No fee required)
For the transition period from _______ to _______
Commission File No. 0-13059
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 Number)
3169 Red Hill Avenue, Costa Mesa, California 92626
--------------------------------------------------
(Address of principal executive offices)
Registrant's telephone number, including area code: 714-549-0421
------------
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES X NO
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein and will not be contained, to the best
of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [_]
The aggregate market value (based on the closing price at which stock was sold)
of the voting shares held by non-affiliates of the registrant as of March 6,
1996 was $40,376,424.
As of March 6, 1996, the number of shares of the registrant's Common Stock
outstanding was 7,740,424.
DOCUMENTS INCORPORATED BY REFERENCE: Portions of the registrant's Proxy
Statement for its 1996 Annual Meeting were incorporated by reference from Part
I.
1
<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT
----------------------------------------------
Information regarding executive officers and directors of the Company is
included in Part I of the fiscal year 1995 10-K report.
To the Company's knowledge, based solely on a review of the copies of such
reports furnished to the Company and written representations that no other
reports were required during the fiscal year ended December 31, 1995, its
officers, directors and greater than ten percent beneficial owners complied with
all Section 16(a) filing requirements except for an inadvertent late filing of
an initial report on Form 3 by Mr. Howard F. George, who commenced employment
with the Company as Vice President Finance, Chief Financial Officer and
Secretary on December 6, 1995, but did not file a Form 3 until January 26, 1996.
2
<PAGE>
ITEM 11. COMPENSATION OF EXECUTIVE OFFICERS
----------------------------------
Summary Compensation Table
- --------------------------
The following table shows certain information concerning the compensation
of the Chief Executive Officer and each other executive officer of the Company
whose aggregate compensation for services in all capacities rendered during the
year ended December 31, 1995 exceeded $100,000 (collectively, the "Named
Executive Officers"):
LONG-TERM COMPENSATION
----------------------
<TABLE>
<CAPTION>
Annual Compensation
---------------------------------- Restricted Options (# All Other
Name & Principal Position Year Salary Bonus Other Stock Awards of Shares) Compensation
- ---------------------------- ---- ---------- ------ ----- ------------ ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Joel P. Moskowitz 1995 $169,329 - - - - -
Chairman of the Board, 1994 150,909 - - - - -
Chief Executive Officer 1993 164,902 - - - - -
and President
David P. Reed 1995 $115,870 - - - 5,000 -
Vice President 1994 103,278 - - - 10,000 -
1993 97,353 - - - - -
James F. Gardner (1) 1995 $103,229 - - - - -
Vice President, Finance 1994 101,999 - - - - -
CFO and Secretary 1993 101,999 - - - - -
</TABLE>
(1) Mr. Gardner resigned from the Company on 12-6-95.
3
<PAGE>
Option Grants in Last Fiscal Year
- ---------------------------------
The following table sets forth certain information concerning grants of
options to each of the Named Executive Officers during the year ended December
31, 1995. In addition, in accordance with the rules and regulations of the
Securities and Exchange Commission, the following table sets forth the
hypothetical gains or "option spreads" that would exist for the options. Such
gains are based on assumed rates of annual compound stock appreciation of 5% and
10% from the date on which the options were granted over the full term of the
options. The rates do not represent the Company's estimate or projection of
future Common Stock prices, and no assurance can be given that any appreciation
will occur or that the rates of annual compound stock appreciation assumed for
the purposes of the following table will be achieved.
<TABLE>
<CAPTION>
Potential Realizable
Value at Assumed Annual
Percent of Rates of Stock Price
Total Options Appreciation for
Granted to Exercise Option Term/(2)/
Options Granted Employees in Price Expiration -----------------------
Name # of Shares/(1)/ Fiscal Year ($/Share) Date 5%($) 10%($)
- ------------------ ---------------- ------------ --------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Joel P. Moskowitz - - - - - -
David P. Reed 5,000 3.5% $5.125 12/14/05 $14,128 $34,797
</TABLE>
(1) The per share exercise price of all options granted is the fair market
value of the Company's Common Stock on the date of grant. Options have a
term of 10 years and become exercisable in five equal installments, each of
which vests at the end of each year after the grant date.
(2) The potential realizable value is calculated from the exercise price per
share, assuming the market price of the Company's Common Stock appreciates
in value at the stated percentage rate from the date of grant to the
expiration date. Actual gains, if any, are dependent on the future market
price of the Common Stock.
4
<PAGE>
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option
- --------------------------------------------------------------------------
Values
- ------
The following table sets forth certain information regarding option
exercises during the year ended December 31, 1995 by the Named Executive
Officers, the number of shares covered by both exercisable and unexercisable
options as of December 31, 1995 and the value of unexercised in-the-money
options held by the Named Executive Officers as of December 31, 1995:
<TABLE>
<CAPTION>
Number of Unexercised Value of Unexercised
Securities Underlying In-the-Money Options at
No. of Shares Options at Fiscal Year-End Fiscal Year-End/(1)/
Acquired on Value -------------------------- --------------------------
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- -------------------- ------------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Joel P. Moskowitz - - - - - -
David P. Reed - - 27,600 21,900 $71,263/(1)/ $61,800/(1)/
</TABLE>
/(1)/ Based upon the closing price of the Common Stock on December 31, 1995, as
reported by the Nasdaq National Market ($5.688 per share).
5
<PAGE>
Employment Agreement
- --------------------
In July 1994, the Company entered into a five-year employment with Mr.
Moskowitz, pursuant to which he will serve as Chairman of the Board of
Directors, Chief Executive Officer and President of the Company. The agreement
provides for a base salary at the rate of $175,000 per year; however, Mr.
Moskowitz voluntarily agreed to accept a reduced salary at the rate of $150,000
per year through March 31, 1995 to aid the Company in its cost-cutting efforts.
His annual base salary was reinstated to $175,000 as of April 1, 1995, and was
increased to $200,000 effective 2/12/96. Under the agreement, if Mr. Moskowitz'
employment is terminated by the Company (other than as a result of death,
incapacity or for "good cause" as defined in the agreement) or, if Mr. Moskowitz
elects to resign for "good reason" (as defined in the agreement), Mr. Moskowitz
will be entitled to receive severance pay in an amount equal to his annual base
salary, at the rate in effect on the date of termination, payable on normal pay
dates for the remainder of the term of the agreement. "Good reason" includes a
"change in control" of the Company, a removal of Mr. Moskowitz from any of his
current positions with the Company without his consent, or a material change in
Mr. Moskowitz' duties, responsibilities or status without his consent. A "change
in control" of the Company shall be deemed to occur if (1) there is a
consolidation or merger of the Company where the Company is not the surviving
corporation and the shareholders prior to such transaction do not continue to
own at least 80% of the common stock of the surviving corporation, (2) there is
a sale of all, or substantially all, of the assets of the Company, (3) the
stockholders approve a plan for the liquidation or dissolution of the Company,
(4) any person becomes the beneficial owner, directly or indirectly, of 30% or
more of the Company's outstanding Common Stock or (5) if specified changes in
the composition of the Company's Board of Directors occur.
Compensation of Directors
- -------------------------
Directors are paid fees for their services on the Board of Directors in
such amounts as are determined from time to time by the Board. Until July 31,
1994, a fee of $500 per month plus $1000 for each Board meeting attended was
paid to each non-employee director other than the Ford representative and Mr.
Lanphear, who did not receive a fee. These fees terminated as of July 31, 1994
by agreement of the Board, but may be reinstated in the future if the Board
deems appropriate. At the Board of Directors' meeting on February 12, 1996, the
above fees were resumed.
6
<PAGE>
Compensation Committees Interlocks and Insider Participation
- ------------------------------------------------------------
The Board of Directors has established Audit, Compensation and Stock Option
Committees. The Compensation Committee's function is to review and make
recommendations to the Board regarding executive officers' compensation. This
committee is composed of Messrs. Edelstein, Alliegro, Shader and Lohr. The
Audit Committee meets with the Company's independent accountants to review the
Company's financial condition and internal accounting controls. This committee
is composed of Messrs. Edelstein, Shader and Lohr. The Stock Option Committee
is composed of Messrs. Moskowitz and Gjostein. This committee administers the
Company's 1994 Stock Incentive Plan and the 1995 Employee Stock Purchase Plan.
Dr. Gjostein is serving as Ford's representative on the Board of Directors.
7
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
-----------------------------------------------
The following table sets forth information as of March 6, 1996, regarding
the beneficial ownership of the common stock of the Company by (i) each person
known by the Company to be the beneficial owner of more than 5% of the
outstanding share of common stock, (ii) each of the directors of the Company,
(iii) each of the executive officers named in the Summary Compensation Table,
and (iv) all current executive officers and directors of the Company as a group.
<TABLE>
<CAPTION>
Name of Amount and Nature of Percent
Beneficial Owner Beneficial Ownership/(1)/ of Class
- ------------------------------ ------------------------- ---------
<S> <C> <C>
Joel P. Moskowitz 1,164,294 15.0%
3169 Redhill Avenue
Costa Mesa, CA 92626
Ford Motor Company 1,207,299 15.6%
The American Road
Dearborn, MI 48121
R. B. Haave Assoc., Inc. 580,223/(2)/ 7.5%
270 Madison Avenue
New York, NY 10016
Polymedica 391,115/(3)/ 5.1%
Leonard M. Allenstein 155,000/(4)/ 2.0%
Richard A. Alliegro 25,000/(5)/ *
Frank Edelstein 22,400/(6)/ *
Dr. Norman A. Gjostein -0- -
Melvin A. Shader 19,000/(7)/ *
William P. Lanphear IV 15,000/(8)/ *
Milton L. Lohr 22,000/(9)/ *
David P. Reed 29,850/(10)/ *
All current executive 1,523,594/(11)/ 19.7%
officers and directors as a
group (15 persons including
the persons named above)
</TABLE>
8
<PAGE>
* Less than 1%
/(1)/ Except as otherwise noted, the beneficial owners have sole voting and
investment powers with respect to the shares indicated, subject to
community property laws where applicable.
/(2)/ Based upon information contained in the statement on Schedule 13G, dated
January 22, 1991, and amended by a filing dated January 15, 1996, filed
with the Securities and Exchange Commission by R. B. Haave Associates,
Inc., all shares of common stock are owned by advisory clients of R. B.
Haave Associates, Inc.
/(3)/ POLYMEDICA sent in Schedule 13G on Feb. 15, 1996.
/(4)/ Includes 15,000 shares subject to options held by Mr. Allenstein which
are currently exercisable, or will become exercisable within 60 days of
March 6, 1996.
/(5)/ Includes 15,000 shares subject to options held by Mr. Alliegro which are
currently exercisable, or will become exercisable within 60 days of
March 6, 1996.
/(6)/ Includes 17,500 shares subject to options held by Mr. Edelstein which are
currently exercisable, or will become exercisable within 60 days of
March 6, 1996.
/(7)/ Includes 10,000 shares subject to options held by Dr. Shader which are
currently exercisable, or will become exercisable within 60 days of
March 6, 1996.
/(8)/ Includes 5,000 shares subject to options held by Mr. Lanphear which are
currently exercisable, or will become exercisable within 60 days of
March 6, 1996.
/(9)/ Includes 20,000 shares subject to options held by Mr. Lohr which are
currently exercisable, or will become exercisable within 60 days of
March 6, 1996.
/(10)/ Includes 27,600 shares subject to options held by Mr. Reed which are
currently exercisable, or will become exercisable within 60 days of
March 6, 1996.
/(11)/ Includes 183,400 shares subject to options held by such persons which
are currently exercisable, or will become exercisable within 60 days of
March 6, 1996.
9
<PAGE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
----------------------------------------------
On March 11, 1986, the Company sold 526,316 shares of its Common Stock to
Ford Motor Company ("Ford") at a price of $19.00 per share, for a total purchase
price of $10,000,000. At the same time, the Company and Ford created a new
corporation, Ceradyne Advanced Products, Inc. ("CAPI"), and entered into
agreements involving a broad-based technology transfer, licensing and joint
development program. Under the agreements, Ford contributed technology and a
portfolio of United States and foreign patents relating to technical ceramics to
CAPI in exchange for 80% of CAPI's capital stock, and Ceradyne acquired the
remaining 20% of CAPI in exchange for $200,000. The technology and patents
contributed by Ford were developed in the Ford Research Laboratories over a 15-
year period. Under the March 11, 1986 agreements, the Company was granted an
option to acquire Ford's 80% interest in CAPI in exchange for an additional
680,983 shares of Ceradyne Common Stock, which the Company exercised effective
February 12, 1988. As a result, Ceradyne now owns 100% of CAPI and Ford owns a
total of 1,207,299 shares of the Company's Common Stock. The Company and Ford
also entered into a joint development agreement which includes a commitment by
Ford to contribute up to $5,000,000, on a matching value basis with Ceradyne,
for the development by Ceradyne of technical ceramic products oriented towards
the automotive market. Through December 31, 1995, Ford agreed to fund a total
of $3,061,000 in cash and equipment pursuant to this agreement.
So long as Ford continues to own 5%, or more, of the Company's outstanding
common stock, Ceradyne has agreed to use its best efforts to cause one person
designated by Ford to be elected a member of the Ceradyne Board of Directors
and, under certain circumstances in the event the Company issues additional
shares of its Common Stock in a public or private transaction, to permit Ford to
purchase, at the same price and terms upon which sold by the Company in such
transaction, additional shares of Ceradyne Common Stock to enable Ford to
maintain its percentage ownership of the Company.
In connection with the sale of stock to Ford, Joel P. Moskowitz, Chairman
of the Board, Chief Executive Officer and President of the Company, and members
of his immediate family agreed to vote shares of the Company's Common Stock
owned by them in favor of the election of Ford's nominee to the Board of
Directors. However, they may first vote that number of shares that is necessary
to assure the election of Joel P. Moskowitz as a director of the Company, and
any shares that are not necessary to assure the election of Mr. Moskowitz and a
Ford nominee to the Board of Directors may be voted by them without restriction.
10
<PAGE>
ITEM 14(c). LIST OF EXHIBITS
----------------
3.1 Certificate of Incorporation of the Registrant. Incorporated herein by
reference to Exhibit 3.1 to the Registrant's Registrant Statement on
Form 8-B.
3.2 Bylaws of Registrant. Incorporated herein by reference to Exhibit 3.2
to the Registrant's Registration Statement on Form 8-B.
4.1 Form of Representatives' Common Stock Purchase Warrant. Incorporated
herein by reference to Exhibit 10.2 to the Registrant's Registration
Statement on Form S-1 (File No. 33-62345).
10.1 Agreement for Purchase and Sale of Stock of the Registrant dated January
12, 1983. Incorporated herein by reference to Exhibit 10.1 to the
Registrant's Statement on Form S-1 (File No. 2-90821).
10.2 Payment Schedule dated January 12, 1983. Incorporated herein by
reference to Exhibit 10 to the Registrant's Statement on Form S-1
(File No. 2-90821).
10.3 Ceradyne, Inc. Patent and Know-How License Agreement dated January 12,
1983. Incorporated herein by reference to Exhibit 10.4 to the
Registrant's Registration Statement on Form S-1 (File No. 2-90821).
10.4* Ceradyne, Inc. 1983 Stock Option Plan as amended and restated.
(Incorported by reference from Exhibit 10.13 to the Company's
Registration Statement on Form S-1 (File No. 2-99930) filed on September
25, 1985 (the "1985 S-1").)
10.5 Lease between Trico Rents and the Registrant dated March 23, 1984,
covering premises located at 235 Paularino Avenue, Costa Mesa,
California. Incorporated herein by reference to Exhibit 10.14 to the
Registrant's Registration Statement on Form S-1 (File No. 2-90821).
10.6 Lease covering premises located at 3169-A Red Hill Avenue, Costa Mesa,
California dated October 28, 1985. Incorporated herein by reference to
Exhibit 10.30 to the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1985.
10.7 Stock Sale Agreement between the Registrant and Ford Motor Company dated
March 11, 1986. Incorporated herein by reference to Exhibit 10.31 to
the Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1985.
11
<PAGE>
10.8 Agreement between certain shareholders of the Registrant and Ford Motor
Company dated March 11, 1986. Incorporated herein by reference to
Exhibit 10.32 to the Registrant's Annual Report on Form 10-K for the
year ended December 31, 1985.
10.9 Stock Purchase Agreement between Ceradyne Advanced Products, Inc., the
Registrant and Ford Motor Company dated March 11, 1986. Incorporated
herein by reference to Exhibit 10.33 to the Registrant's Annual Report
on Form 10-K for the fiscal year ended December 31, 1985.
10.10 Patent and Technology Transfer Agreement between Ford Motor Company and
Ceradyne Advanced Products, Inc. dated March 11, 1986. Incorporated
herein by reference to Exhibit 10.34 to the Registrant's Annual Report
on Form 10-K for the fiscal year ended December 31, 1985.
10.11 License Agreement between the Registrant and Ceradyne Advanced Products,
Inc. dated March 11, 1986. Incorporated herein by reference to Exhibit
10.35 to the Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1985.
10.12 License Agreement between Ford Motor Company and the Registrant dated
March 11, 1986. Incorporated herein by reference to Exhibit 10.36 to
the Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1985.
10.13 Joint Development Agreement between the Registrant and Ford Motor
Company dated March 11, 1986. Incorporated herein by reference to
Exhibit 10.37 to the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1985.
10.14 Cathode Purchase Agreement, dated as of October 4, 1986, between the
Registrant and Varian Associates. Incorporated herein by reference to
Exhibit 28.2 to the Company's Current Report on Form 8-K dated November
17, 1986.
10.15 Leased dated March 31, 1986 covering premises located at 3163 Red Hill
Avenue, Costa Mesa, California. Incorporated herein by reference to
Exhibit 10.45 to the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1986.
10.16 Lease dated August 5, 1986 covering premises located at 225 Paularino
Avenue, Costa Mesa, California. Incorporated herein by reference to
Exhibit 10.46 to the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 3, 1986.
12
<PAGE>
10.17 Short-form Memorandum of Lease Assignment dated December 15, 1986, and
Lease dated June 23, 1980, covering premises located at 3449 Church
Street, Scottdale, Georgia. Incorporated herein by reference to Exhibit
10.47 to the Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1986.
10.18* Amendment dated June 3, 1986 to the Ceradyne, Inc. 1983 Stock Option
Plan. Incorporated herein by reference to Exhibit 10.50 to the
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1986.
10.19* Amendment dated March 16, 1987 to the Ceradyne, Inc. 1983 Stock Option
Plan. Incorporated herein by reference to Exhibit 10.51 to the
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1986.
10.20 Joint Development Agreement dated March 28, 1986 between Unitek
Corporation and the Registrant, and First and Second Amendments thereto.
Incorporated herein by reference to Exhibit 10.52 to the Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31, 1986.
10.21* Amendment dated April 30, 1987 to the Ceradyne, Inc. 1983 Stock Option
Plan. Incorporated herein by reference to Exhibit 10.56 to the
Registrant's Registration Statement on Form 8-B.
10.22 Loan and Security Agreement dated November 27, 1989 between the
Registrant and Fidelcor Business Credit Corp. Incorporated herein by
reference to Exhibit 28.1 to the Registrant's Current Report on Form 8-K
dated December 8, 1989.
10.23 Promissory Note Agreement dated November 27, 1989 between the Registrant
and Fidelcor Business Credit Corp. Incorporated herein by reference to
Exhibit 28.2 to the Company's Current Report on Form 8-K dated December
8, 1989.
10.24 Collateral Assignment of Patents Agreement dated November 27, 1989
between the Registrant and Fidelcor Business Credit Corp. Incorporated
herein by reference to Exhibit 28.3 to the Registrant's Current Report
on Form 8-K dated December 8, 1989.
10.25 Collateral Assignment of Trademarks Agreement dated November 27, 1989
between the Registrant and Fidelcor Business Credit Corp. Incorporated
herein by reference to Exhibit 28.4 to the Registrant's Current Report
on Form 8-K dated December 8, 1989.
13
<PAGE>
10.26 Amendment dated September 22, 1993 to Loan and Security Agreement dated
November 27, 1989, and all addenda and supplements thereto between the
Registrant and the CIT Group/Credit Finance, Inc., assignee of Fidelcor
Business Credit Corporation. Incorporated herein by reference to
Exhibit 10.27 to the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1993.
10.27 Amendment dated September 22, 1994 to Loan and Security Agreement dated
November 27, 1989, and all amendments and supplements thereto between
the CIT Group/Credit Finance, Inc. and the Registrant. Incorporated
herein by reference to Exhibit 10.29 to the Registrant's Annual Report
on Form 10-K for the fiscal year ended December 31, 1994.
10.28* Employment Agreement entered into as of July 5, 1994 by and between Joel
P. Moskowitz and the Registrant. Incorporated herein by reference to
Exhibit 10.30 to the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994.
10.29* Ceradyne, Inc. 1994 Stock Incentive Plan. Incorporated herein by
reference to Exhibit 10.31 to the Registrant's Annual Report on Form 10-
K for the fiscal year ended December 31, 1994.
10.30* Amendment No. 1 to the Ceradyne, Inc. 1994 Stock Incentive Plan.
Incorporated herein by reference to Exhibit 4.2 to Registrant's
Registration Statement on Form S-8 (File No. 33-61675).
10.31* Ceradyne, Inc. 1995 Employee Stock Purchase Plan. Incorporated herein
by reference to Exhibit 4.1 to Registrant's Registration Statement on
Form S-8 (File No. 33-61677).
10.32 Amendment No. 2, dated June 5, 1995, to Lease between Trico Rents and
the Registrant covering premises located at 235 Paularino Avenue, Costa
Mesa, California. Incorporated herein by reference to Exhibit 10.2 to
the Registrant's Registration Statement on Form S-1 File No. 33-62345).
10.33 Amendment No. 2, dated June 5, 1995, to Lease covering premises located
at 3169-A Red Hill Avenue, Costa Mesa, California. Incorporated herein
by reference to Exhibit 10.33 to the Registrant's Registration Statement
on Form S-1 File No. 33-62345).
10.34 Amendment No. 2, dated June 5, 1995, to Lease dated March 31, 1986
covering premises located at 3163 Red Hill Avenue, Costa Mesa,
California. Incorporated herein by reference to Exhibit 10.34 to the
Registrant's Registration Statement on Form S-1 (File No. 33-62345).
14
<PAGE>
10.35 Amendment No. 2, dated June 5, 1995, to Lease dated August 5, 1986
covering premises located at 225 Paularino Avenue, Costa Mesa,
California. Incorporated herein by reference to Exhibit 10.35 to the
Registrant's Registration Statement on Form S-1 (File No. 33-62345).
21.1 Subsidiaries of the Registrant. Incorporated herein by reference to
Exhibit 10.35 to the Registrant's Registration Statement on Form S-1
(File No. 33-62345).
23.2 Consent of Arthur Andersen LLP. Incorporated herein by reference to
Exhibit 10.35 to the Registrant's Registration Statement on Form S-1
(File No. 33-62345).
* Each of these exhibits constitutes a management contract, compensatory
plan, or arrangement required to be filed as an exhibit to this Report
pursuant to Item 14(c) of this Report.
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
CERADYNE, INC.
By: /s/ HOWARD F. GEORGE April 26, 1996
--------------------------- ------------------------
Howard F. George Date
Vice president, Finance
Chief Financial Officer
15
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM 10K 1995 AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> DEC-31-1995
<CASH> 6,219
<SECURITIES> 0
<RECEIVABLES> 3,909
<ALLOWANCES> 150
<INVENTORY> 6,749
<CURRENT-ASSETS> 17,428
<PP&E> 22,471
<DEPRECIATION> 17,750
<TOTAL-ASSETS> 24,880
<CURRENT-LIABILITIES> 4,212
<BONDS> 0
0
0
<COMMON> 36,590
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 24,880
<SALES> 23,404
<TOTAL-REVENUES> 23,404
<CGS> 17,347
<TOTAL-COSTS> 9,898
<OTHER-EXPENSES> 265
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 342
<INCOME-PRETAX> 2,139
<INCOME-TAX> 50
<INCOME-CONTINUING> 2,089
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,089
<EPS-PRIMARY> .32
<EPS-DILUTED> .32
</TABLE>
