-----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, BuByn/rhlvPCpOEnJy1xZQd2VPEPICcz/g3DbH+0owKCnDlEEe2bu72qVHpKRyC8 ISSyBG8z2FJReHuE73PhCg== 0001144204-05-040811.txt : 20051222 0001144204-05-040811.hdr.sgml : 20051222 20051222171221 ACCESSION NUMBER: 0001144204-05-040811 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051222 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051222 DATE AS OF CHANGE: 20051222 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-13059 FILM NUMBER: 051282903 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 8-K 1 v031936_8k.htm
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)
 
December 22, 2005
 
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

Not applicable
(Former name or former address, if changed since last report.)

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))
 
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Item 7.01. Regulation FD Disclosure.
 
On December 22, 2005, Ceradyne, Inc. issued a press release announcing that the underwriters of the Company's public offering of shares of its common stock have exercised their over-allotment option in full to purchase an additional 270,000 shares. Including the sale of these additional shares, the total number of shares sold by the Company in this offering will be 2,070,000. All of the shares were offered by the Company.
 
Ceradyne also announced today that the underwriters of the Company’s public offering of 2.875% senior subordinated convertible notes due 2035 have also exercised their over-allotment option in full to purchase an additional $11 million aggregate principal amount of the notes. Including the sale of these additional notes, the aggregate principal amount of 2.875% senior subordinated convertible notes due 2035 sold by the Company in this offering will be $121 million.
 
The common stock offering and senior subordinated convertible note offering were conducted as separate public offerings by means of separate prospectus supplements pursuant to registration statements on Form S-3 (Registration Statement Nos. 333-129197 and 333-130296).
 
A copy of the press release dated December 22, 2005 is 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.
 
(c)    Exhibits.
 
Exhibit Number
Description
 
99.1
 
 
Press release of Ceradyne, Inc. dated December 22, 2005.
 
 
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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.
 
 		  
 		  
 
December 22, 2005 By:   /s/ Jerrold J. Pellizzon
 
Jerrold J. Pellizzon
  Chief Financial Officer, Vice President and Secretary
 
 
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EXHIBIT INDEX
 
Exhibit Number
 
Description
 
99.1
 
Press release of Ceradyne, Inc. dated December 22, 2005.
 
 
 

 
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 EX-99.1 2 v031936_ex99-1.htm

Jerrold J. Pellizzon
Dan Matsui/Gene Heller
Chief Financial Officer
Silverman Heller Associates
714-549-0421 x 8262
310-208-2550
 
CERADYNE ANNOUNCES EXERCISE OF OVER-ALLOTMENT OPTIONS FOR
270,000 SHARES OF COMMON STOCK AND $11 MILLION OF SENIOR
SUBORDINATED CONVERTIBLE NOTES
 
Costa Mesa, Calif.-December 22, 2005-Ceradyne, Inc. (Company) (Nasdaq: CRDN) announced today that the underwriters of the Company's public offering of shares of its common stock have exercised their over-allotment option in full to purchase an additional 270,000 shares. Including the sale of these additional shares, which is scheduled to close today, the total number of shares sold by the Company in this offering will be 2,070,000. All of the shares were offered by the Company.
 
The Company also announced today that the underwriters of the Company’s public offering of 2.875% senior subordinated convertible notes due 2035 have also exercised their over-allotment option in full to purchase an additional $11 million aggregate principal amount of the notes. Including the sale of these additional notes, which is scheduled to close today, the aggregate principal amount of 2.875% senior subordinated convertible notes due 2035 sold by the Company in this offering will be $121 million.
 
The notes are convertible by holders into shares of the Company’s common stock at an initial conversion rate of 17.1032 shares of common stock per $1,000 principal amount of notes (which represents an initial conversion price of approximately $58.47 per share, subject to adjustment). The notes are convertible only under certain circumstances, including if the price of the Company’s common stock reaches, or the trading price of the notes falls below, specified thresholds, if the notes are called for redemption, if specified corporate transactions or fundamental changes occur, or during the 10 trading days prior to maturity of the notes. The Company may redeem the notes at any time after December 20, 2010.
 
The common stock offering and senior subordinated convertible note offering were conducted as separate public offerings by means of separate prospectus supplements.
 
Citigroup Corporate and Investment Banking, Needham & Company, LLC and Wachovia Securities acted as joint book-running managers of the common stock offering and Adams Harkness, Inc., JMP Securities LLC and Wedbush Morgan Securities Inc. acted as co-managers. Information about this offering is available in the prospectus supplement for the common stock offering filed with the Securities and Exchange Commission. Copies of the prospectus supplement can be obtained from Citigroup Corporate and Investment Banking, Attn: Prospectus Department, Brooklyn Army Terminal, 140 58th Street, 8th Floor, Brooklyn, NY 11220, (718) 765-6732, Needham & Company, LLC, 445 Park Avenue, Third Floor, New York, NY 10022, (212) 371-8300, or Wachovia Securities, Attn: Equity Capital Markets, 7 St. Paul Street, Baltimore, MD 21202.
 
Citigroup Corporate and Investment Banking acted as sole book-running manager of the senior subordinated convertible note offering. Wachovia Securities and Needham & Company, LLC acted as co-lead managers of the offering. Information about this offering is available in the prospectus supplement for the senior subordinated convertible note offering filed with the Securities and Exchange Commission. Copies of the prospectus supplement can be obtained from Citigroup Corporate and Investment Banking, Attn: Prospectus Department, Brooklyn Army Terminal, 140 58th Street, 8th Floor, Brooklyn, NY 11220, (718) 765-6732.
 
 
The Company used a portion of the net proceeds from the initial closings of these offerings, which were completed on December 19, 2005, to repay all outstanding debt under its credit facility, which was $110.9 million as of September 30, 2005. The balance of the net proceeds from the initial closings and from the sale of the over-allotment securities will be used for working capital, capital expenditures and other general corporate purposes, including to fund potential acquisitions of businesses, technologies or product lines. 
 
A registration statement relating to these securities has been filed with and declared effective by the Securities and Exchange Commission. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
 
Ceradyne develops, manufactures and markets advanced technical ceramic products and components for defense, industrial, automotive/diesel and commercial applications.
 
Except for the historical information contained herein, this news 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 supplemental prospectuses described above, as filed with the Securities and Exchange Commission, and the documents included or incorporated by reference therein.
 
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