<PAGE>
As Filed With the Securities and Exchange Commission on July 18, 1997
Registration No. 333-
- --------------------------------------------------------------------------------
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)
-------------------------
1994 STOCK INCENTIVE PLAN
(Full title of the plan)
------------------------
Howard F. George
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 12 pages
Exhibit Index is on Page 9
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(Facing page continued)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Proposed Maximum Proposed Maximum
Securities Amount To Be Offering Price Per Aggregate Offering Amount Of
To Be Registered Registered Share (1) Price (1) Registration Fee
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 200,000 $5.56 $1,112,000 $336.97
$.01 Par Value shares
- ---------------------------------------------------------------------------------------------------------
</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
350,000 shares of the Registrant's Common Stock previously registered
pursuant to Registration Statement on Form S-8 (Registration No. 33-61675).
The contents of such earlier Registration Statement is 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 National Market on
July 17, 1997.
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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, 1996.
(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
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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.
(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. 1994 Stock Incentive Plan (incorporated by reference to
Exhibit 10.31 to Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994).
4.2 Amendment No. 1 to the Ceradyne, Inc. 1994 Stock Incentive Plan
(incorporated by reference to Exhibit 4.2 to Registrant's Registration
Statement on Form S-8 (Registration No. 33-61675)).
4.3 Amendment No. 2 to the Ceradyne, Inc. 1994 Stock Incentive Plan
(incorporated by reference to Exhibit 10.36 to Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31, 1996).
4.4 Amendment No. 3 to the Ceradyne, Inc. 1994 Stock Incentive 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).
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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.
(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
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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 17th day of
July, 1997.
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 Howard F. George, 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 July 17, 1997
- -------------------------------- Executive Officer, President and
Joel P. Moskowitz Director (principal executive
officer)
/S/ HOWARD F. GEORGE Vice President--Finance and Chief July 17, 1997
- -------------------------------- Financial Officer (principal
Howard F. George financial officer)
</TABLE>
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<TABLE>
<S> <C>
/S/ LEONARD M. ALLENSTEIN
- -------------------------------- Director July 17, 1997
Leonard M. Allenstein
/S/ RICHARD A. ALLIEGRO Director July 17, 1997
- --------------------------------
Richard A. Alliegro
/S/ FRANK EDELSTEIN Director July 17, 1997
- --------------------------------
Frank Edelstein
/S/ PETER BEARDMORE Director July 17, 1997
- --------------------------------
Peter Beardmore
/S/ MELVIN A. SHADER Director July 17, 1997
- --------------------------------
Melvin A. Shader
/S/ MILTON L. LOHR Director July 17, 1997
- --------------------------------
Milton L. Lohr
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------- -----------
<C> <S>
4.1 Ceradyne, Inc. 1994 Stock Incentive Plan (incorporated by reference to
Exhibit 10.31 to Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994).
4.2 Amendment No. 1 to the Ceradyne, Inc. 1994 Stock Incentive Plan
(incorporated by reference to Exhibit 4.2 to Registrant's Registration
Statement on Form S-8 (Registration No. 33-61675)).
4.3 Amendment No. 2 to the Ceradyne, Inc. 1994 Stock Incentive Plan
(incorporated by reference to Exhibit 10.36 to Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31, 1996).
4.4 Amendment No. 3 to the Ceradyne, Inc. 1994 Stock Incentive 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)
</TABLE>
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EXHIBIT 4.4
AMENDMENT NO. 3
TO THE CERADYNE, INC.
1994 STOCK INCENTIVE PLAN
The following amendment to the 1994 Stock Incentive Plan of Ceradyne, Inc.,
a Delaware corporation (the "Company"), was duly adopted by the Board of
Directors on April 21, 1997.
The first sentence of Section 4.1 of the Company's 1994 Stock Incentive
Plan is hereby amended to read as follows:
"4.1 Shares Subject to the Plan. A total of 550,000 shares of
--------------------------
Common Stock may be issued under the Plan, subject to adjustment as to
the number and type of shares pursuant to Section 4.2 hereof."
EXHIBIT 4.4
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EXHIBIT 5.1
STRADLING, YOCCA, CARLSON & RAUTH
A PROFESSIONAL CORPORATION SAN FRANCISCO
ATTORNEYS AT LAW OFFICE
660 NEWPORT CENTER DRIVE, SUITE 1600 44 MONTGOMERY
NEWPORT BEACH, CALIFORNIA 92660-6441 STREET,
TELEPHONE (714) 725-4000 SUITE 2950
FACSIMILE (714) 725-4100 SAN FRANCISCO,
CALIFORNIA 94104
TELEPHONE
(415) 765-9180
FACSIMILE
(415) 765-9187
July 17, 1997
Ceradyne, Inc.
3169 Redhill Avenue
Costa Mesa, California 92626
Re: Registration Statement on Form S-8
1994 Stock Incentive 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 an additional
200,000 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. 1994 Stock Incentive Plan, as amended
(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>
EXHIBIT 23.2
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 20, 1997 appearing on page 38 of the Annual Report on Form 10-K of
Ceradyne, Inc. for the year ended December 31, 1996.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Orange County, California
July 16, 1997
