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 28, 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

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 3

1

Item 2.02 Results of Operations and Financial Condition.

On July 28, 2005, Ceradyne, Inc. issued a press release regarding results of operations for the second quarter ended June 30, 2005. 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.

(c) Exhibits.

Exhibit Number	Description
99.1	Press release of Ceradyne, Inc. dated July 28, 2005

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 28, 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 July 28, 2005.

3

EX-99.1

Exhibit 99.1

v2.60

Jerrold J. Pellizzon	Dan Matsui/Eugene Heller
Chief Financial Officer	Silverman Heller Associates
(714) 549-0421 x-262	(310) 208-2550
E-mail: jpellizzon@ceradyne.com	E-mail: dmatsui@sha-ir.com

CERADYNE, INC. REPORTS

SECOND QUARTER AND SIX-MONTH 2005 RESULTS

Sales, Net Income, New Orders and Backlog for Quarter, Six Months Reach Record Levels

Costa Mesa, Calif.—July 28, 2005—Ceradyne, Inc. (Nasdaq:CRDN) reported financial results for the second quarter and six months ended June 30, 2005, including record sales, record net income, record new orders and record backlog, and continued improvement in gross margins.

Sales for the second quarter of 2005 rose to a record of $89.9 million, up from $39.2 million in the second quarter of 2004. Net income for the second quarter of 2005 increased to a record $11.4 million, or 46 cents per diluted share. This compares to net income of $6.5 million, or 26 cents per diluted share, in the second quarter of 2004. Fully diluted average shares outstanding for the second quarter were 24,926,000 compared to 24,462,000 in the same period in 2004. The earnings per share have been adjusted for the three for two stock split effective on January 18, 2005. Operations of our 2004 acquisition of ESK Ceramics, which have been consolidated since September 1, 2004, contributed $28.1 million to second quarter 2005 sales.

Gross profit margin increased to 36.2% of net sales in the second quarter 2005 versus 34.1% of net sales in the second quarter 2004.

Provision for income taxes was 38.1% in second quarter 2005, compared to 38.3% in second quarter 2004.

Sales for the six months ended June 30, 2005 reached a record $159.7 million, up from $75.9 million in the comparable period last year. Net income for the first six months of 2005 increased to a record $17.4 million, or 70 cents per diluted share, from $11.5 million, or 47 cents per diluted share, for the first six-month period in 2004.

New bookings for the second quarter of 2005 were a record $118.5 million, compared to $33.7 million in the year-earlier quarter. New bookings for the first six months of 2005 increased to a record $175.0 million from last year’s $67.3 million.

Total backlog as of June 30, 2005 rose to $215.6 million compared to total backlog at June 30, 2004 of $95.9 million.

Joel P. Moskowitz, Ceradyne president and chief executive officer, commented, “We are very pleased with the significant increase in our second quarter 2005 financial performance. The expansion of production capacity at our new Lexington, Kentucky technical ceramic manufacturing facility allowed us to exceed our second quarter 2005 shipment commitments to the U.S. Army for the ESAPI body armor product line. Additionally, Ceradyne’s ESK Ceramics subsidiary located in Kempten, Germany contributed over 31% of our record sales, mostly in its non-military advanced technical ceramic product lines.”

Moskowitz further added: “We continue to make solid progress with the integration and performance of our August 2004 acquisition of ESK Ceramics and look forward to expanding its current and recently introduced technologies to existing and new products and markets. Our focus will be to create a technology and market-driven management team that will continue to drive our Company to world class status as a developer, manufacturer and distributor of advanced technical ceramics for defense as well as industrial, energy, and automotive/diesel applications.

“To accomplish this, we are reviewing our R&D areas of emphasis and are developing an organizational structure that will serve as a catalyst in achieving the Company’s goals to become more efficient and responsive to market demands.”

Ceradyne will host a conference call today at 8:00 a.m. PDT to discuss its 2005 second quarter results. Investors or other interested parties may listen to the teleconference live via the Internet at www.ceradyne.com or www.earnings.com. These web sites will also host an archive of the teleconference. A telephonic playback will also be available beginning at 11:30 a.m. PDT on July 28 through 9:00 p.m. PDT on Monday, August 1, 2005. The playback can be accessed by calling 800-642-1687 (or 706-645-9291 for international callers) and providing Conference ID 7708248.

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 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 include the ability of Ceradyne to successfully integrate the Ceradyne and ESK businesses and achieve anticipated operating synergies, and fluctuations between the value of the dollar and Euro. Other risks and uncertainties are described in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004, and its Quarterly Reports on Form 10-Q, as filed with the Securities and Exchange Commission.

(Financial tables next page)

Below is a summary of unaudited comparative results. Amounts in thousands except per share data:

	Three Months Ended June 30,					Six Months Ended June 30,
	2005			2004		2005			2004
NET SALES	$	89,903		$	39,225	$	159,694		$	75,911
Cost of product sales		57,353			25,831		105,247			50,865
GROSS PROFIT		32,550			13,394		54,447			25,046
Operating expenses:
Selling		5,495			797		10,294			1,508
General and administrative		5,192			2,723		9,737			5,330
Research and development		1,743			582		3,604			1,023
		12,430			4,102		23,635			7,861
INCOME FROM OPERATIONS		20,120			9,292		30,812			17,185
Other income (expense):
Other income		35			1,214		399			1,443
Interest (expense)		(1,744	)		—		(3,115	)		—
		(1,709	)		1,214		(2,716	)		1,443
INCOME BEFORE PROVISION FOR INCOME TAXES		18,411			10,506		28,096			18,628
Provision for income taxes		7,011			4,024		10,711			7,134
NET INCOME	$	11,400		$	6,482	$	17,385		$	11,494
Earnings per share, basic	$	0.47		$	0.27	$	0.71		$	0.48
Earnings per share, diluted	$	0.46		$	0.26	$	0.70		$	0.47
Avg. shares outstanding, basic		24,500			24,068		24,497			23,990
Avg. shares outstanding, diluted		24,926			24,462		24,960			24,383

Condensed Consolidated Balance Sheets (in thousands):

	June 30, 2005		December 31, 2004
Cash and cash equivalents	$	2,628	$	4,521
Short term investments		7,944		10,041
Other current assets		134,015		120,085
Net property, plant and equipment		152,382		162,278
Other assets		19,198		19,429
Total Assets	$	316,167	$	316,354
Current liabilities	$	55,198	$	56,258
Long term debt		108,075		108,625
Non current liabilities		9,933		10,735
Deferred tax liability		6,987		5,695
Stockholders’ equity		135,974		120,085
Total Liabilities and Stockholders Equity	$	316,167	$	316,354

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