-----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, ONtFvJVpx1FTqJDjb2w3gXtTiLDP01uqsri4RlLlp0bl5qfFDI7N7gvdOj5yrANx UZcpA5ilcALzvLzu5oE+ng== 0001017062-97-001341.txt : 19970722 0001017062-97-001341.hdr.sgml : 19970722 ACCESSION NUMBER: 0001017062-97-001341 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19970721 EFFECTIVENESS DATE: 19970721 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CERADYNE INC CENTRAL INDEX KEY: 0000018937 STANDARD INDUSTRIAL CLASSIFICATION: ABRASIVE ASBESTOS & MISC NONMETALLIC MINERAL PRODUCTS [3290] IRS NUMBER: 330055414 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-31679 FILM NUMBER: 97642982 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 S-8 1 1994 STOCK INCENTIVE PLAN 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 (Facing page continued) CALCULATION OF REGISTRATION FEE
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 - --------------------------------------------------------------------------------------------------------- Common Stock, 200,000 $5.56 $1,112,000 $336.97 $.01 Par Value shares - ---------------------------------------------------------------------------------------------------------
(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. 2 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 3 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). 4 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 5 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. 6 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.
Signature Title Date --------- ----- ---- /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)
7 /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
8 EXHIBIT INDEX
Exhibit Number Description - ------- ----------- 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)
9 EX-4.4 2 AMENDMENT NO. 3 TO THE 1994 STOCK INCENTIVE PLAN 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 EX-5.1 3 OPINION OF STRADLING, YOCCA, CARLSON & RAUTH 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 EX-23.2 4 CONSENT OF ARTHUR ANDERSEN LLP 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 -----END PRIVACY-ENHANCED MESSAGE-----