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): August 11, 2008

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

(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:

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))

Item 7.01.     Regulation FD Disclosure

On August 11, 2008, Ceradyne, Inc. (“Ceradyne”) completed its previously announced acquisition of SemEquip, Inc. (“SemEquip”) pursuant to a merger of Ceradyne’s wholly-owned subsidiary, SEI Acquisition Co., with and into SemEquip. As a result of the merger, SemEquip is now a wholly-owned subsidiary of Ceradyne.

Ceradyne paid approximately $25.0 million in cash at closing, using a portion of its existing cash to make this payment. In addition, Ceradyne will pay contingent consideration of up to $100.0 million in cash during the 15-year period following completion of the merger based upon revenues achieved over that period by SemEquip.

Based in North Billerica, Massachusetts, SemEquip is a leader in the development of cluster ion implantation sub-systems and advanced ion source materials for the manufacture of logic and memory chips. SemEquip has a significant patent portfolio related to the use of cluster chemicals in semiconductor ion implantation. SemEquip’s technologies enable the utilization of cluster beam ion implantation for manufacturing advanced integrated circuits at low cost and high throughput rates.

There were no material relationships between Ceradyne or any of its affiliates, on the one hand, and SemEquip or any of its affiliates, on the other hand, except with respect to the transaction.

Ceradyne issued a press release on August 12, 2008, announcing the completion of the acquisition. 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 August 12, 2008

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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.
August 12, 2008	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 August 12, 2008

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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. COMPLETES ACQUISITION OF
SEMEQUIP, INC.

Acquisition Continues Ceradyne’s Vertical Integration Strategy
Related to New Semiconductor Markets

Costa Mesa, Calif. – August 12, 2008 – Ceradyne, Inc. (Nasdaq: CRDN) announced today the completion of the acquisition of SemEquip, Inc., located in North Billerica, Massachusetts. The purchase price consists of $25 million in cash paid at closing, plus contingent consideration not to exceed $100 million over the next 15 years based upon SemEquip revenues achieved during that period. Ceradyne used a portion of its existing cash for the payment made at closing.

A portion of the consideration paid at closing and the contingent consideration to be paid over 15 years relates to a pre-closing commitment by SemEquip to pay incentive compensation to several of its employees and advisors. Although this incentive compensation will not increase the total consideration Ceradyne will pay for the acquisition, it will require Ceradyne to record a pre-tax accounting charge estimated to be in the range of $9.0 million to $11.0 million in the third quarter of 2008.

SemEquip, Inc. is a leader in the development of cluster ion implantation sub-systems and advanced ion source materials for the manufacture of logic and memory chips. SemEquip has significant intellectual property assets, including a patent portfolio of over 100 granted and pending patents related to the use of cluster chemicals in semiconductor ion implantation. Several of these patents have been described as “seminal” for what may be a disruptive semiconductor technology. SemEquip’s technologies enable the utilization of cluster beam ion implantation for manufacturing the most advanced integrated circuits at lower cost and increased throughput.

Michael Kraft, Ceradyne’s Vice President of Nuclear and Semiconductor Business Units, commented: “Adding the SemEquip technology in both ion implant source system hardware and chemicals allows us to expand our value stream participation into ion beam implantation process control, chip level chemical doping, and device design, all of which have a direct impact on semiconductor chip performance.

“There has been a positive response to our announcement of this acquisition in July and we are presently working with the ion implant OEMs as well as the chip manufacturing ‘Fabs’ to spread this technology over a wider range of semiconductor chip applications.

“Key SemEquip personnel will remain after the close.”

David Reed, Ceradyne’s President North American Operations, added: “The SemEquip acquisition follows the vertical integration model we have successfully used in the past which includes the manufacture of final products utilizing Ceradyne-produced raw materials. The boron isotope ¹¹B (Enriched Boron) used to manufacture the SemEquip B₁₈H₂₂ ClusterBoron® molecule will be manufactured at Ceradyne Boron Products in Quapaw, Oklahoma. SemEquip’s cluster ion beam implantation systems and product line of cluster molecule chemicals achieve next-generation performance in semiconductor ion implantation.”

Reed further stated that Ceradyne intends to manufacture the B₁₈H₂₂ ClusterBoronÒ and other “cluster” molecules at Ceradyne Boron Products.

Conference Call
Management will conduct a conference call to discuss the Company’s acquisition of SemEquip. Any investor or interested individual can listen to the teleconference, which is scheduled to begin at 1:30 p.m. PDT (4:30 p.m. EDT) on Wednesday, August 13, 2008. 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 above start time and provide Conference ID 60100340.

You 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 for 48-hours beginning at 4:30 p.m. PDT on August 13. The playback can be accessed by calling 800-642-1687 (or 706-645-9291 for international callers) and providing Conference ID 60100340.

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, 2007 and its Quarterly Reports on Form 10-Q as filed with the U.S. Securities and Exchange Commission.