UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
October 24, 2006
CERADYNE, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 000-13059 | 33-0055414 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| 3169 Red Hill Avenue, Costa Mesa, CA | 92626 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (714) 549-0421
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Exhibit Index on page 4
| Item 7.01 | Regulation FD Disclosure. |
On October 24, 2006, Ceradyne, Inc. issued a press release announcing that it is now in compliance with Nasdaq Listing Rules as a result of filing its Form 10-Q report for the quarter ended June 30, 2006, and that the Special Committee has completed its review of historical stock option grants. A copy of this press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.
In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit Number | Description | |
| 99.1 | Press release of Ceradyne, Inc. dated October 24, 2006. | |
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CERADYNE, INC. | ||||||||
| October 27, 2006 | By: | /s/ Jerrold J. Pellizzon | ||||||
| Jerrold J. Pellizzon | ||||||||
| Chief Financial Officer and Secretary | ||||||||
3
EXHIBIT INDEX
| Exhibit Number | Description | |
| 99.1 | Press release of Ceradyne, Inc. dated October 24, 2006. | |
4