-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, T1GaDCvLXO1Ipy/GcgEiUM0ED3O3uNcWK860v1+JytPoe4SPwkt67VEtL2JPPoGs +IeLf0Bcp9d4bYN/K9IVag== 0000037996-03-000005.txt : 20030117 0000037996-03-000005.hdr.sgml : 20030117 20030117150604 ACCESSION NUMBER: 0000037996-03-000005 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20030117 GROUP MEMBERS: FORD MOTOR COMPANY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CERADYNE INC CENTRAL INDEX KEY: 0000018937 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS MANUFACTURING INDUSTRIES [3990] IRS NUMBER: 330055414 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-37271 FILM NUMBER: 03517765 BUSINESS ADDRESS: STREET 1: 3169 RED HILL CITY: COSTA MESA STATE: CA ZIP: 92626 BUSINESS PHONE: 7145490421 MAIL ADDRESS: STREET 2: 3169 RED HILL CITY: COSTA MESA STATE: CA ZIP: 92626 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FORD MOTOR CO CENTRAL INDEX KEY: 0000037996 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLES & PASSENGER CAR BODIES [3711] IRS NUMBER: 380549190 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ONE AMERICAN ROAD CITY: DEARBORN STATE: MI ZIP: 48126 BUSINESS PHONE: 3133223000 MAIL ADDRESS: STREET 1: ONE AMERICAN RD CITY: DEARBORN STATE: MI ZIP: 48126 SC 13D/A 1 e011703sch13d.txt SCHEDULE 13D (Rule 13d-101) Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and Amendments Thereto Filed Pursuant to Rule 13(d)-2(a) SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Under the Securities Exchange Act of 1934 (Amendment No. 3 )* --- Ceradyne, Inc. ----------------------------------------------------------- (Name of Issuer) Common Stock, $.01 par value ----------------------------------------------------------- (Title of Class of Securities) 156710 10 5 ----------------------------------------------------------- (CUSIP Number) Douglas J. Cropsey Ford Motor Company One American Road, Rm. 1038, Dearborn, Michigan 48126 Tel: (313) 337-3220 ----------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 16, 2003 ----------------------------------------------------------- (Date of Event which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box / /. Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities and for any subsequent amendment containing the information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provision of the Act (however, see the Notes). CUSIP No.156710 10 5 13D Page 2 of 5
- ------- ----------------------------------------------------------------------------------------------------- 1 Name of Reporting Persons/I.R.S. Identification No. of above persons (Entities Only) Ford Motor Company I.R.S. Identification Number: 38-0549190 - ------- ----------------------------------------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group (a) / / (b) / / - ------- ----------------------------------------------------------------------------------------------------- 3 SEC Use Only - ------- ----------------------------------------------------------------------------------------------------- 4 Source of Funds (See Instructions) Not Applicable - ------- ----------------------------------------------------------------------------------------------------- 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) / / - ------- ----------------------------------------------------------------------------------------------------- 6 Citizenship or Place of Organization Delaware - ------------------------------ ---- ------------------------------------------------------------------------- NUMBER OF 7 Sole Voting Power SHARES 0 BENEFICIALLY OWNED ---- ------------------------------------------------------------------------- BY EACH REPORTING 8 Shared Voting Power PERSON 0 WITH ---- ------------------------------------------------------------------------- 9 Sole Dispositive Power 0 ---- ------------------------------------------------------------------------- 10 Shared Dispositive Power 0 - ------- ----------------------------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 0 - ------- ----------------------------------------------------------------------------------------------------- 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) / / - ------- ----------------------------------------------------------------------------------------------------- 13 Percent of Class Represented by Amount in Row (11) 0% - ------- ----------------------------------------------------------------------------------------------------- 14 Type of Reporting Person (See Instructions) CO - ------- -----------------------------------------------------------------------------------------------------
CUSIP No.156710 10 5 13D Page 3 of 5 The Schedule 13D filed by Ford Motor Company ("Ford") on March 21, 1986, as amended by Amendment Number 1 to Schedule 13D filed by Ford dated February 12, 1988 and Amendment Number 2 to Schedule 13D filed by Ford dated February 28, 2002, in connection with Ford's acquisition of Common Stock of Ceradyne, Inc. (the "Issuer"), is amended as hereinafter provided. Item 5. Interest in Securities of the Issuer. (a) As of the date hereof, Ford no longer owns, beneficially or otherwise, any shares of Common Stock of the Issuer. On December 31, 2002, Ford entered into a Restricted Stock Purchase Agreement (the "Stock Purchase Agreement"), attached hereto as Exhibit A, between Ford and each of the private investment vehicles set forth on Exhibit A-1 of the Stock Purchase Agreement and each of the publicly-held entities registered as Investment Companies under the Investment Company Act of 1940 set forth on Exhibit A-2 of the Stock Purchase Agreement, pursuant to which Ford agreed to sell all of its shares of Common Stock of the Issuer in a private placement transaction. (b) Ford has no power to vote or direct the vote of any shares of the Issuer's Common Stock. (c) Ford has not had any transactions in the Common Stock of the Issuer other than the acquisition of 526,316 shares on March 11, 1986, the acquisition of 680,983 shares on February 12, 1988, the sale of 80,000 shares between June 14, 2001 and June 27, 2001, the sale of 99,999 shares between February 28, 2002 and March 5, 2002, and the sale of 99,999 shares between November 1, 2002 and December 16, 2002. (d) Not Applicable. (e) On January 16, 2003, Ford ceased to be the beneficial owner of more than five percent of the Common Stock of the Issuer. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. (a) Ford and the Issuer have entered into a Letter Agreement pursuant to which all of Ford's rights under the Stock Sale Agreement dated March 11, 1986, a copy of which was filed as Exhibit A to the original paper format Schedule 13D amended hereby (file number reference 00537271), pursuant to which Ford acquired its shares of Common Stock of the Issuer, including the right to acquire additional shares of the Issuer's Common Stock pursuant to Articles VI and X thereof, have been extinguished upon the completion of Ford's sale of all of the Issuer's Common Stock as reported in this schedule. (b) As a result of the sale by Ford of all of its shares of Common Stock of the Issuer, the Agreement dated March 11, 1986 relating to the voting of shares of Common Stock of the Issuer, a copy of which was filed as Exhibit B to the original paper format Schedule 13D amended hereby (file number reference 00537271), is no longer applicable. CUSIP No.156710 10 5 13D Page 4 of 5 Item 7. Material to be Filed as Exhibits. The following documents are appended hereto as Exhibits: Designation Description Method of Filing - ----------- ----------- ---------------- Exhibit A Restricted Share Purchase Agreement Filed with this Schedule dated December 31, 2002 SIGNATURE After reasonable inquiry and to my best knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated as of January 16, 2003. FORD MOTOR COMPANY By:/s/ Peter Sherry, Jr. --------------------- Name: Peter Sherry Jr. Title: Assistant Secretary CUSIP No.156710 10 5 13D Page 5 of 5 INDEX TO EXHIBITS Designation Description Method of Filing - ----------- ----------- ---------------- Exhibit A Restricted Share Purchase Agreement Filed with this Schedule dated December 31, 2002 EX-10 3 e011703sch13dex.txt Exhibit A RESTRICTED SHARE PURCHASE AGREEMENT AGREEMENT, made as of the 31st day of December, 2002, by and between Ford Motor Company, a Delaware corporation ("Seller"), each of the private investment vehicles whose name, address and form and state or jurisdiction of organization are set forth on Exhibit A-1 hereto (collectively the "Private Investment Funds") and each of the publicly-held entities registered as investment companies under the Investment Company Act of 1940 whose name, address and form and state of organization are set forth on Exhibit A-2 hereto (collectively the "Mutual Funds"). The Private Investment Funds and the Mutual Funds are hereinafter collectively called the "Purchasers" and individually called a "Purchaser". R E C I T A L S: - - - - - - - - A. Seller is the holder of record and beneficial owner of 927,301 shares of the Common Stock, par value $.01 per share ("Common Stock") of Ceradyne, Inc., a Delaware company (the "Company") (such shares of Common Stock being hereinafter called the "Purchased Shares"); B. The Purchased Shares are "restricted securities" as defined in paragraph (a)(3)(i) of Rule 144 ("Restricted Securities") under the Securities Act of 1933 (the "Act"), having been acquired by Seller from the Company without registration under the Act in a transaction not involving any public offering; and C. Seller wishes to sell and transfer the Purchased Shares to the Purchasers, and the Purchasers wish to purchase and acquire the Purchased Shares from Seller, for the price and subject to and upon the terms and conditions set forth in this Agreement, in an unregistered private transaction which will result in the Purchased Shares continuing to be Restricted Securities in the hands of the Purchasers for purposes of the Act. NOW, THEREFORE, the parties hereby agree as follows: 1. Agreement to Sell and Purchase. Subject to and upon the terms and conditions set forth in this Agreement, Seller hereby agrees to sell the Purchased Shares to the Purchasers, and the Purchasers hereby agree to purchase the Purchased Shares from Seller, for a price of $7.00 per share or an aggregate purchase price of $6,491,107 (the "Purchase Price"). At the Closing provided for in Paragraph 6 hereof (the "Closing"), each of the Purchasers shall purchase the number of Purchased Shares and pay the portion of the Purchase Price set forth opposite such Purchaser's name on Exhibit B hereto. However, upon written notice given to Seller and American Stock Transfer & Trust Company, the Transfer Agent for the Company's Common Stock (the "Transfer Agent"), at least three business days before the date fixed for the Closing, the Purchasers may amend Exhibit B to reallocate among themselves the number of Purchased Shares to be purchased and the portion of the Purchase Price to be paid by each Purchaser; provided, however, that the Purchasers may not allocate additional Purchased Shares to any Purchaser organized in a jurisdiction outside the United States without Seller's consent. Any written notice amending Exhibit B shall be signed on behalf of the Private Investment Funds by John C. Michaelson or Glen W. Albanese and on behalf of the Mutual Funds by Peter J.R. Trapp or Vincent E. Gallagher. 2. Representations and Warranties of Seller. Seller represents and warrants to the Purchasers, as follows: (a) (i) Seller is the beneficial owner of the Purchased Shares, free and clear of any liens, encumbrances, rights, claims, equities or interests in favor of any third party. (ii) Seller is the holder of record of 680,983 of the Purchased Shares and holds an assignment separate from certificate duly executed by the nominee for Seller's Custodian with respect to 246,318 Purchased Shares held of record for Seller's benefit; and Seller's delivery of such assignment separate from certificate at the Closing as provided in Paragraph 6 will be effective to permit transfer of such 246,318 Purchased Shares into name or names of one or more of the Purchasers on the books of the Company. (b) Seller has corporate power and authority, and the person signing this Agreement on its behalf is duly authorized to obligate Seller, to sell the Purchased Shares to the Purchasers pursuant to this Agreement. (c) Seller has the unrestricted right to sell the Purchased Shares to the Purchasers pursuant to this Agreement, subject only to approval by the Company's Transfer Agent of the provisions hereof and the documents delivered hereunder relating to compliance with the Act. (d) Each of the foregoing representations and warranties is true and complete as of the date of this Agreement and will be true and complete at the time of the consummation of the purchase and sale of the Purchased Shares at the Closing provided for in Paragraph 6 hereof. (e) Neither Seller nor any person authorized to act on its behalf has employed any broker, finder or placement agent or incurred any liability for any brokerage, finder's or placement agent's fees or commissions in connection with the transaction contemplated by this Agreement. Seller agrees that it will indemnify, defend, and save harmless each Purchaser and each of their respective directors, officers, agents, and employees, and each person that directly or indirectly controls each Purchaser, from any and all liabilities, claims, demands, suits, and proceedings arising out of any material misstatements in any of the representations or warranties of Seller set forth in Paragraph 2 hereof. 3. Representations and Warranties of Each Purchaser. Each Purchaser represents and warrants to the Seller, as follows: (a) Such Purchaser has corporate or other power and authority, and the person signing this Agreement on its behalf is duly authorized to obligate such Purchaser, to purchase the number of Purchased Shares to be purchased by it from Seller pursuant to this Agreement. 2 (b) Such Purchaser is acquiring the Purchased Shared to be purchased by it pursuant to this Agreement for investment purposes for its own account, and not as nominee or agent, and not with a view to the resale or distribution of all or any of such Purchased Shares or any interest therein; and such Purchaser does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant a participating interest in any of such Purchased Shares. (c) Such Purchaser is an "accredited investor" within the meaning of Rule 501(a) of Regulation D under the Act and is prepared to hold the Purchased Shares purchased by it pursuant to this Agreement for an indefinite period of time. (d) Such Purchaser was formed more than one year ago, and was not formed for the specific purpose of acquiring Common Stock of the Company. No person (as defined in the first sentence of Section 2(a)(2) of the Act) has invested or will invest additional funds or others assets in, or has incurred or will incur additional obligations to, or change its status as a security holder of, such Purchaser, for the purpose or as a result of such Purchaser's acquisition of any of the Purchased Shares. (e) The entities and persons making the investment decision to acquire Purchased Shares on behalf of such Purchaser (the "Investment Decision Makers") are experienced and qualified investment professionals who are able to evaluate the merits and risks of investing in Purchased Shares, and are named on Exhibit A-3, along with their positions and/or offices with, and whether they are securities holders of, such Purchaser. Such persons are duly authorized on behalf of such Purchaser to make the investment decision for such Purchaser. Except for such Investment Decision Makers, none of the security holders of such Purchaser has any authority to, or will engage or participate in, any investment decision regarding the purchase of any of the Purchased Shares by such Purchaser. (f) Such Purchaser, including its Investment Decision Makers, have had access to all periodic reports and other filings made by the Company with the Securities and Exchange Commission within the past three years; and have had an opportunity to review such reports and filings, and to consult with the professional financial advisers, accountants and counsel for such Purchaser. (g) Seller has made no representation to such Purchaser regarding the Company, and specifically has made no representation to such Purchaser regarding the business, prospects, financial condition, or value of the Company. Such Purchaser is aware that an investment in the Company is subject to substantial risk, and that the Purchased Shares being acquired by such Purchaser may eventually prove to be worth substantially less or 3 more than the amount being paid to Seller. Such Purchaser was not sold any of the Purchased Shares by means of any general solicitation. (h) Such Purchaser understands that the Purchased Shares have not been registered under the Act, and cannot be sold or offered for sale in the absence of an effective registration statement under the Act, unless an exemption from registration is available and established. Such Purchaser understands that a stop transfer order may be placed on the Purchased Shares by the Transfer Agent. (i) Each of the foregoing representations and warranties is true and complete as of the date of this Agreement and will be true and complete at the time of the consummation of the purchase and sale of the Purchased Shares at the Closing provided for in Paragraph 6 hereof. (j) Neither such Purchaser nor any person authorized to act on its behalf has employed any broker, finder or placement agent or incurred any liability for any brokerage, finder's or placement agent's fees or commissions in connection with the transaction contemplated by this Agreement. Each Purchaser agrees that it will indemnify, defend, and save harmless the Seller, each of its directors, officers, agents, and employees, and each person that directly or indirectly controls the Seller, from any and all liabilities, claims, demands, suits, and proceedings arising out of any material misstatements in any of the representations or warranties of such Purchaser set forth in Paragraph 3 hereof. 4. Additional Representations. Each of the Mutual Fund Purchasers hereby represents that it comes within the definition of "accredited investor" set forth in Section 501(a)(1) of Regulation D under the Act. Each of the Private Investment Fund Purchasers hereby represents that it comes within the definition of "accredited investors" set forth in Section 501(a)(3) of Regulation D under the Act. Each of the Purchasers has assets in excess of $5,000,000 as of the date hereof, except for Needham Small-Cap Growth Fund, which has assets in excess of $3,500,000 as of the date hereof. Seller and each Purchaser organized in a jurisdiction outside the United States of America hereby acknowledge and confirm that all negotiations conducted between them or on behalf of either of them and the other which relate to Seller's sale and such Purchaser's purchase of Purchased Shares pursuant to this Agreement occurred solely within the United States of America. 5. Condition to Closing. The consummation of the purchase and sale of the Purchased Shares provided for in this Agreement shall be subject to approval by the Transfer Agent of the provisions hereof and the documents delivered hereunder relating to compliance with the Act. Seller agrees to deliver or cause to be delivered to the Transfer Agent the documents listed on Exhibit C-1 hereto, each of which is customarily required by the Transfer Agent from a seller of shares of the Company's Common Stock constituting Restricted Securities, and each Purchaser agrees to deliver or cause to be delivered to the Transfer Agent the documents listed on Exhibit C-2 hereto, each of which is customarily required by the Transfer Agent from a purchaser of the Company's Common Stock constituting Restricted Securities. 4 6. Closing. The Closing shall take place at the office of the Transfer Agent on a date fixed by the parties hereto, which shall be no less than one week nor more than two weeks after the Transfer Agent has given each party written notice to the effect that it has approved the provisions hereof and the documents delivered hereunder relating to compliance with the Act and is prepared to deliver to each Purchaser one or more stock certificates representing the Purchased Shares purchased by such Purchaser, each bearing the restrictive legend set forth in Paragraph 7. At the Closing, the following actions shall be taken and be deemed to have occurred simultaneously: (a) Seller shall deliver to the Transfer Agent the stock certificates currently representing the Purchased Shares, together with such assignments separate from certificate as shall be effective to permit the transfer on the books of the Company into the name of each Purchaser of the number of Purchased Shares purchased by such Purchaser pursuant to this Agreement, (b) such Purchaser shall deliver to the Seller a certified or bank cashier's check, or immediately available funds by wire transfer, for the portion of the Purchase Price payable by such Purchaser for such Purchased Shares and (c) the Transfer Agent shall deliver to such Purchaser one or more stock certificates representing such Purchased Shares, each bearing the restrictive legend set forth in Paragraph 7. 7. Restrictive Legend. The stock certificates currently representing the Purchased Shares bear the following restrictive legend and such legend shall be endorsed on each stock certificate delivered to the Purchasers to represent the Purchased Shares: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER ANY APPLICABLE FEDERAL OR STATE SECURITIES LAWS IN RELIANCE UPON EXEMPTIONS THEREUNDER. THESE SECURITIES MAY NOT BE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT OR PERMIT RELATED THERETO OR UNLESS AN EXEMPTION FROM REGISTRATION AND/OR QUALIFICATION IS AVAILABLE AND AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER IS PROVIDED TO THE ISSUER TO THE EFFECT THAT SUCH REGISTRATION OR QUALIFICATION IS NOT NECESSARY UNDER APPLICABLE FEDERAL AND STATE SECURITIES LAWS." 8. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns and transferees by operation of law. 9. Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings and communications of the parties, whether written or oral, in connection herewith. The parties acknowledge that by execution of this agreement, they do not intend to create rights in or impose obligations on any person or entity other than themselves, and, except as provided herein with respect to the Transfer Agent, no third party shall be justified in relying upon any provision of this Agreement. 10. Modifications; Counterparts; Notices, Etc. No provision of this agreement shall be waived, modified or amended except by an instrument in writing signed by the parties hereto. This Agreement may be executed in any number of counterparts which together shall constitute 5 one and the same agreement. All notices, demands, consents, and other communications required or permitted to be given pursuant to this agreement shall be in writing and shall be sent by a recognized overnight delivery service, addressed to the party or parties for whom intended (a) if to a Purchaser, at its address set forth on Exhibit A-1 or Exhibit A-2 hereto, or (b) if to Seller, to the address set forth on the signature page hereto, and shall be deemed effective upon receipt by such party or parties. Any party may change its address by like notice. 11. Choice of Law. This agreement shall be construed in accordance with and governed by the internal laws of the State of New York without regard to the conflicts of law provisions thereof (other than section 5-1401 of the New York General Obligations Law). 6 IN WITNESS WHEREOF, the parties have signed this Agreement as of the day and year first above written. SELLER: ------ FORD MOTOR COMPANY By: /s/Martin Saffer --------------------------- Name: Martin Saffer Title: Attorney-in-fact Address: Ford Motor Company One American Road Dearborn, Michigan 48126-2798 Attention: Corporate Secretary PURCHASERS: ---------- NEEDHAM EMERGING GROWTH PARTNERS, L.P. By: /s/Glen W. Albanese --------------------------- Name: Glen W. Albanese Title: Chief Financial Officer NEEDHAM CONTRARIAN FUND, L.P. By: /s/Glen W. Albanese --------------------------- Name: Glen W. Albanese Title: Chief Financial Officer 7 NEEDHAM EMERGING GROWTH PARTNERS (CAYMANS), L.P. By: /s/Glen W. Albanese --------------------------- Name: Glen W. Albanese Title: Chief Financial Officer NEEDHAM CAPITAL PARTNERS II, L.P. By: /s/Glen W. Albanese --------------------------- Name: Glen W. Albanese Title: Chief Financial Officer NEEDHAM CAPITAL PARTNERS II (BERMUDA), L.P. By: /s/Glen W. Albanese --------------------------- Name: Glen W. Albanese Title: Chief Financial Officer NEEDHAM CAPITAL PARTNERS III, L.P. By: /s/Glen W. Albanese --------------------------- Name: Glen W. Albanese Title: Chief Financial Officer NEEDHAM CAPITAL PARTNERS III A, L.P. By: /s/Glen W. Albanese --------------------------- Name: Glen W. Albanese Title: Chief Financial Officer 8 NEEDHAM CAPITAL PARTNERS III (BERMUDA), L.P. By: /s/Glen W. Albanese --------------------------- Name: Glen W. Albanese Title: Chief Financial Officer NEEDHAM GROWTH FUND By: /s/Peter J. R. Trapp --------------------------- Name: Peter J. R. Trapp Title: Executive Vice President & Portfolio Manager NEEDHAM SMALL-CAP GROWTH FUND By: /s/Vincent E. Gallagher --------------------------- Name: Vincent E. Gallagher Title: Executive Vice President & Portfolio Manager 9
EXHIBIT A-1 ----------- Organization State of Private Investment Fund Name Address Type Formation - ----------------------------------------------------------- ----------------- ------------------ ---------------- Needham Emerging Growth Partners, L.P. A L.P. Delaware Needham Contrarian Fund, L.P. A L.P. Delaware Needham Emerging Growth Partners (Caymans), L.P. B L.P. Cayman Islands Needham Capital Partners II, L.P. A L.P. Delaware Needham Capital Partners II (Bermuda), L.P. C L.P. Bermuda Needham Capital Partners III, L.P. A L.P. Delaware Needham Capital Partners III A, L.P. A L.P. Delaware Needham Capital Partners III (Bermuda), L.P. C L.P. Bermuda
Addresses - --------- A 445 Park Avenue New York, NY 10022 B Hemisphere Fund Managers Limited 3rd Floor Harbour Centre George Town, Grand Cayman Cayman Islands C Hemisphere Management Limited Hemisphere House 9 Church Street Hamilton, Bermuda, HM12 A-1
EXHIBIT A-2 ----------- Organization State of Mutual Fund Name Address Type Formation - ----------------------------------------------------------- ----------------- ------------------ ---------------- Needham Growth Fund A Corporation Maryland Needham Small-Cap Growth Fund A Corporation Maryland Addresses A 445 Park Avenue New York, NY 10022
A-2
EXHIBIT A-3 ----------- Investment in Fund Name Investment Decision Maker* ENTITY Investment Decision Maker* INDIVIDUALS Underlying Fund - --------------------------------- ----------------------------------- ------------------------------------------------ ---------- Needham Emerging Growth Needham Management Partners, L.P. George A. Needham, General Partner YES Partners, L.P. James K. Kloppenburg, General Partner YES John C. Michaelson, General Partner YES - --------------------------------- ----------------------------------- ------------------------------------------------ ---------- Needham Contrarian Fund, L.P. Needham Management Partners, L.P. George A. Needham, General Partner YES James K. Kloppenburg, General Partner YES John C. Michaelson, General Partner YES - --------------------------------- ----------------------------------- ------------------------------------------------ ---------- Needham Emerging Growth Needham Management Partners, L.P. George A. Needham, General Partner NO Partners (Caymans), L.P. James K. Kloppenburg, General Partner NO John C. Michaelson, General Partner NO - --------------------------------- ----------------------------------- ------------------------------------------------ ---------- Needham Capital Partners II, Needham Capital Management LLC George A. Needham, Member YES L.P. John C. Michaelson, Member YES John J. Prior, Jr., Member YES - --------------------------------- ----------------------------------- ------------------------------------------------ ---------- Needham Capital Partners III, Needham Capital Management LLC George A. Needham, Member YES L.P. John C. Michaelson, Member YES John J. Prior, Jr., Member YES Thomas P. Shanahan, Memb YES - --------------------------------- ----------------------------------- ------------------------------------------------ ---------- Needham Capital Partners III A, Needham Capital Management LLC George A. Needham, Member YES L.P John C. Michaelson, Member YES John J. Prior, Jr., Member YES Thomas P. Shanahan, Member YES - --------------------------------- ----------------------------------- ------------------------------------------------ ---------- Needham Capital Partners II Needham Capital Management George A. Needham, Member YES (Bermuda), L.P. (Bermuda), LLC John C. Michaelson, Member YES John J. Prior, Jr., Member YES - --------------------------------- ----------------------------------- ------------------------------------------------ ---------- Needham Capital Partners III Needham Capital Management George A. Needham, Member YES (Bermuda), L.P. (Bermuda), LLC John C. Michaelson, Member YES John J. Prior, Jr., Member YES Thomas P. Shanahan, Member YES - --------------------------------- ----------------------------------- ------------------------------------------------ ---------- Needham Growth Fund Needham Investment Management, LLC Peter J.R. Trapp, Executive Vice-President YES - --------------------------------- ----------------------------------- ------------------------------------------------ ---------- Needham Small-Cap Growth Needham Investment Management, LLC Vincent E. Gallagher, Executive Vice-President YES Fund - --------------------------------- ----------------------------------- ------------------------------------------------- --------- * As such term is defined in Section 3(e) of the Restricted Share Purchase Agreement.
A-3
EXHIBIT B --------- Shares to be Purchase Price Purchaser Name Purchased Paid - ----------------------------------------------------------------------- ---------------- ------------------ Needham Emerging Growth Partners, L.P. 200,000 $ 1,400,000.00 Needham Contrarian Fund, L.P. 125,000 $ 875,000.00 Needham Emerging Growth Partners (Caymans), L.P. 60,000 $ 420,000.00 Needham Capital Partners II, L.P. 87,710 $ 613,970.00 Needham Capital Partners II (Bermuda), L.P. 12,290 $ 86,030.00 Needham Capital Partners III, L.P. 115,366 $ 807,562.00 Needham Capital Partners III A, L.P. 11,863 $ 83,041.00 Needham Capital Partners III (Bermuda), L.P. 22,771 $ 159,397.00 Needham Growth Fund 277,301 $ 1,941,107.00 Needham Small-Cap Growth Fund 15,000 $ 105,000.00 ---------------- ------------------ 927,301 $ 6,491,107.00 ================ ==================
B-1 Exhibit C-1 ----------- 1. Medallion Guaranteed stock powers signed by an authorized representative of Ford Motor Company. 2. Evidence of the authorized representative's authority to sign on behalf of Ford Motor Company. 3. The Ceradyne stock certificates that are being transferred. 4. A legal opinion to the effect that the transfer of the shares is exempt from registration under the Securities Act of 1933, which may include qualifications. C-1 Exhibit C-2 ----------- 1. Instructions as to whom the shares are to be transferred to, including names of record owners, addresses, and tax identification numbers. 2. Delivery instructions as to how the stock certificates are to be delivered to the transferees (including overnight courier account number to charge if applicable. -----END PRIVACY-ENHANCED MESSAGE-----