8-K

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)
July 10, 2007

CERADYNE, INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation)	000-13059 (Commission File Number)	33-0055414 (IRS Employer Identification No.)
3169 Red Hill Avenue, Costa Mesa, CA (Address of principal executive offices)		92626 (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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 7.01 Regulation FD Disclosure
	Item 9.01.Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
EXHIBIT 99.1

Item 7.01 Regulation FD Disclosure

     On July 10, 2007, Ceradyne, Inc. (“Ceradyne”) and its wholly-owned subsidiary, NMI Acquisition Co. (“Buyer”), entered into a definitive Sale and Purchase Agreement (the “Agreement”) with Minco Investment, L.P. (“Seller”), which is the sole stockholder of Newminco, Inc., a Delaware corporation (“Newminco”). Pursuant to the Agreement, Buyer purchased all of the outstanding shares of Newminco from Seller on July 10, 2007. Newminco’s wholly-owned operating subsidiary, Minop Co., d/b/a Minco, Inc. (“Minco”), manufactures and markets fused silica powders for a wide range of industrial applications. Minco is located in Midway, Tennessee. As a result of this acquisition, Newminco and Minco are now indirect wholly-owned subsidiaries of Ceradyne.

     The total consideration paid by Buyer pursuant to the Agreement was $27.5 million in cash, and is subject to adjustment based on the net adjusted tangible book value of Newminco as of the date of closing. Ten percent of the initial cash purchase price was placed in escrow for a period of 24 months after the closing to satisfy any indemnification obligations of Seller under the Agreement which arise during that period.

     There are no material relationships between Seller or Newminco, on the one hand, and Ceradyne or any of its affiliates, on the other hand, other than with respect to the Agreement and the transactions contemplated thereby.

     On July 11, 2007, Ceradyne issued a press release announcing the completion of its acquisition of Newminco. A copy of the 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 dated July 11, 2007

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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.
July 11, 2007	By:	/s/ Jerrold J. Pellizzon
		Jerrold J. Pellizzon
		Chief Financial Officer and Corporate Secretary

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EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release dated July 11, 2007

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EX-99.1

Exhibit 99.1

Joel P. Moskowitz
Chief Executive Officer
(714) 549-0421 ext. 8261
Phil Bourdillon/Gene Heller
Silverman Heller Associates
(310) 208-2550

CERADYNE, INC. ACQUIRES RAW MATERIALS SUPPLIER MINCO, INC.
Provides Vertical Integration of Ceradyne Solar Effort

Costa Mesa, Calif. —July 11, 2007 — Ceradyne, Inc. (Nasdaq: CRDN) announced today that it has acquired Minco, Inc. in Midway, Tennessee, for approximately $27.5 million in cash. Minco was founded in 1977 to manufacture and market fused silica powders for a wide range of industrial applications. Minco’s fusing process, which is the basis of its entire product line, is based on its proprietary technology. Minco is a key supplier of raw materials to Ceradyne’s Thermo Materials division in Scottdale, Georgia. The Minco powders are used in Ceradyne’s high purity fused silica ceramic crucibles for use in the manufacture of photovoltaic polycrystalline silicon solar cells and will be extensively used in the recently opened Ceradyne factory in Tianjin, China, for its crucible product line.

Minco’s annual sales are estimated to be in the low $20 million range. It is a profitable venture and is anticipated to be immediately accretive. Bruce Lockhart, Ceradyne, Inc. Vice President and President of Ceradyne Thermo Materials, commented: “I am extremely pleased and excited over this acquisition. The acquisition assures us a quality supply of fused silica powders to support our solar energy efforts, particularly in China. Furthermore, it is anticipated that Minco’s strong position in the supply of its materials for use in Precision Investment Casting (PIC) will allow us to further support our strategy of expanding our industrial base globally.”

Lockhart further stated: “Since Minco has been a supplier to Ceradyne Thermo Materials for decades, we are acquainted and comfortable with its products and its people. I anticipate that all Minco’s management will stay in place.”

Tom Cole, Minco President, stated, “We, at Minco, are pleased with the acquisition and look forward to being part of the Ceradyne team. Our ceramic technology culture fits Ceradyne’s requirements and the joining of our raw materials base with Ceradyne’s advanced technical ceramic products and markets will result in a vertically integrated product line.”

Grace Matthews, Inc. advised Minco on the transaction.

Teleconference
Management will conduct a conference call to discuss the Minco acquisition at 9:00 a.m. PDT on Thursday, July 12, 2007. To participate in the teleconference, please call toll-free 877-717-3046 (or 706-634-6364 for international callers) approximately 10 minutes prior to the start of the call. One may also listen to the teleconference live via the Internet at www.ceradyne.com or www.earnings.com. For those unable to attend, these Web sites will host an archive of the call. A telephone playback will be available beginning at noon PDT on July 12 through noon PDT on July 14. The playback can be accessed by calling 800-642-1687 (or 706-645-9291 for international callers) and providing Conference ID 6886272.

Ceradyne develops, manufactures, and markets advanced technical ceramic products and components for defense, industrial, automotive/diesel, and commercial applications. Additional information about the Company can be found at www.ceradyne.com.

Except for the historical information contained herein, this press release contains forward-looking statements regarding future events and the future performance of Ceradyne that involve risks and uncertainties that could cause actual results to differ materially from those projected. Words such as “anticipates,” “believes,” “plans,” “expects,” “intends,” “future,” and similar expressions are intended to identify forward-looking statements. These risks and uncertainties are described in the Company’s Annual Report on Form 10-K for the fiscal year ended dated December 31, 2006 and its Quarterly Reports on Form 10-Q as filed with the U.S. Securities and Exchange Commission.

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