CRDN / Ceradyne Inc - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

Ceradyne Inc
US
DENNA SYMBOL ÄR INTE LÄNGRE AKTIV

Grundläggande statistik
CIK 18937
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Ceradyne Inc
SEC Filings (Chronological Order)
Denna sida innehåller en komplett, kronologisk lista över SEC-arkiveringar, exklusive ägande-arkiveringar som vi tillhandahåller på andra ställen.
February 14, 2013 SC 13G/A

CRDN / Ceradyne Inc / MAK CAPITAL ONE LLC - FEBRUARY 14, 2013 Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (RULE 13d - 102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (Amendment No.1)* Ceradyne, Inc. (Name of Issuer) Common Stock, $.01 par value (Title of Class of Securities) 156710105 (CUSIP Number) December 31, 2012 (Date of Event which Requires F

February 12, 2013 SC 13G/A

CRDN / Ceradyne Inc / VANGUARD GROUP INC Passive Investment

SC 13G/A 1 ceradyneinc.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1 )* Name of issuer: Ceradyne Inc Title of Class of Securities: COMMON STOCK CUSIP Number: 156710105 Date of Event Which Requires Filing of this Statement: December 31, 2012 Check the appropriate box to designate the rule pursuant to which this

February 11, 2013 SC 13G/A

CRDN / Ceradyne Inc / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* CERADYNE INC (Name of Issuer) Common Stock (Title of Class of Securities) 156710105 (CUSIP Number) December 31, 2012 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule i

December 10, 2012 15-12G

- 15-12G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 000-13059 CERADYNE, INC. (Exact name of registrant as specified in its chart

December 4, 2012 POS AM

- POS AM

As filed with the Securities and Exchange Commission on December 3, 2012 Registration No.

December 4, 2012 POS AM

- POS AM

As filed with the Securities and Exchange Commission on December 3, 2012 Registration No.

December 4, 2012 S-8 POS

- S-8 POS

As filed with the Securities and Exchange Commission on December 3, 2012 Registration No.

December 4, 2012 S-8 POS

- S-8 POS

As filed with the Securities and Exchange Commission on December 3, 2012 Registration No.

December 4, 2012 S-8 POS

- S-8 POS

As filed with the Securities and Exchange Commission on December 3, 2012 Registration No.

December 4, 2012 S-8 POS

- S-8 POS

As filed with the Securities and Exchange Commission on December 3, 2012 Registration No.

December 4, 2012 S-8 POS

- S-8 POS

As filed with the Securities and Exchange Commission on December 3, 2012 Registration No.

December 4, 2012 S-8 POS

- S-8 POS

As filed with the Securities and Exchange Commission on December 3, 2012 Registration No.

December 4, 2012 S-8 POS

- S-8 POS

As filed with the Securities and Exchange Commission on December 3, 2012 Registration No.

December 4, 2012 S-8 POS

- S-8 POS

As filed with the Securities and Exchange Commission on December 3, 2012 Registration No.

December 4, 2012 POS AM

- POS AM

As filed with the Securities and Exchange Commission on December 3, 2012 Registration No.

December 4, 2012 POS AM

- POS AM

As filed with the Securities and Exchange Commission on December 3, 2012 Registration No.

December 4, 2012 POS AM

- POS AM

As filed with the Securities and Exchange Commission on December 3, 2012 Registration No.

December 4, 2012 S-8 POS

- S-8 POS

As filed with the Securities and Exchange Commission on December 3, 2012 Registration No.

December 4, 2012 S-8 POS

- S-8 POS

As filed with the Securities and Exchange Commission on December 3, 2012 Registration No.

December 4, 2012 POS AM

- POS AM

As filed with the Securities and Exchange Commission on December 3, 2012 Registration No.

December 4, 2012 S-8 POS

- S-8 POS

As filed with the Securities and Exchange Commission on December 3, 2012 Registration No.

December 4, 2012 POS AM

- POS AM

As filed with the Securities and Exchange Commission on December 3, 2012 Registration No.

December 3, 2012 EX-3.2

AMENDED AND RESTATED CERADYNE, INC. (a Delaware corporation) ARTICLE I

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF CERADYNE, INC. (a Delaware corporation) ARTICLE I OFFICES 1. REGISTERED OFFICE. The registered office shall be established and maintained at the office of The Corporation Trust Company, in the city of Wilmington, in the County of New Castle, in the State of Delaware, and said corporation shall be the registered agent of this corporation in charge thereof.

December 3, 2012 8-K

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets - 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) November 27, 2012 CERADYNE, INC. (Exact name of registrant as specified in its charter) Delaware 000-13059 33-0055414 (State or other jurisdiction of incorporation) (Commission File Nu

November 29, 2012 SC 13D/A

CRDN / Ceradyne Inc / GAMCO INVESTORS, INC. ET AL Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) Ceradyne, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 156710105 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone Number of Person Authorized to Receive Not

November 28, 2012 SC TO-T/A

CRDN / Ceradyne Inc / 3M CO - SC TO-T/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3) CERADYNE, INC. (Name of Subject Company (Issuer)) 3M COMPANY CYBORG ACQUISITION CORPORATION (Names of Filing Persons (Offerors)) Common Stock, $0.01 Par Value Per Share (Title of Class o

November 28, 2012 SC 14D9/A

- SC 14D9

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3) CERADYNE, INC. (Name of Subject Company) CERADYNE, INC. (Name of Person(s) Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 156710105 (CUSIP Number of Cla

November 28, 2012 EX-99.(A)(5)(E)

3M Successfully Completes Ceradyne Tender Offer; Acquisition Expected to Close Later Today

Exhibit (a)(5)(E) 3M Successfully Completes Ceradyne Tender Offer; Acquisition Expected to Close Later Today ST.

November 16, 2012 SC 14D9/A

- SC 14D9/A

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) CERADYNE, INC. (Name of Subject Company) CERADYNE, INC. (Name of Person(s) Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 156710105 (CUSIP Number of Cla

November 16, 2012 SC TO-T/A

- SC TO-T/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) CERADYNE, INC. (Name of Subject Company (Issuer)) 3M COMPANY CYBORG ACQUISITION CORPORATION (Names of Filing Persons (Offerors)) Common Stock, $0.01 Par Value Per Share (Title of Class o

November 16, 2012 CORRESP

-

ROBERT E. RICH (949) 725-4156 [email protected] STRADLING YOCCA CARLSON & RAUTH, P.C. 660 NEWPORT CENTER DRIVE, SUITE 1600 NEWPORT BEACH, CA 92660-6422 SYCR.COM NEWPORT BEACH 949.725.4000 SACRAMENTO 916.449.2350 SAN DIEGO 858.926.3000 SAN FRANCISCO 415.283.2240 SANTA BARBARA 805.730.6800 SANTA MONICA 424.214.7000 November 16, 2012 Via EDGAR Mellissa Campbell Duru Special Counsel, Office of Mergers an

November 16, 2012 EX-99.(A)(5)(D)

3M Announces Receipt of Final Antitrust Clearance Regarding Acquisition of Ceradyne

Exhibit (a)(5)(D) 3M Announces Receipt of Final Antitrust Clearance Regarding Acquisition of Ceradyne ST.

November 14, 2012 10-Q

Quarterly Report - CERADYNE, INC. Q3 2012 FORM 10-Q

10-Q 1 form10-q.htm CERADYNE, INC. Q3 2012 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2012 Or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the transition peri

November 13, 2012 NT 10-Q

- NONE

United States Securities and Exchange Commission Washington, D.C. 20549 FORM 12b-25 Notification of Late Filing (Amendment No. 0)* OMB Number 3235-0058 SEC File Number CUSIP Number (Check one): Form 10-K Form 20-F Form 11-K √ Form 10-Q Form 10-D Form N-SAR Form N-CSR For Period Ended: September 30, 2012 Transition Report on Form 10-K Transition Report on Form 20-F Transition Report on Form 11-K Tr

November 8, 2012 SC 13D

CRDN / Ceradyne Inc / GAMCO INVESTORS, INC. ET AL Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Ceradyne, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 156710105 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communica

November 2, 2012 SC 14D9/A

- SC 14D9/A

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) CERADYNE, INC. (Name of Subject Company) CERADYNE, INC. (Name of Person(s) Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 156710105 (CUSIP Number of Cla

November 2, 2012 SC TO-T/A

- SC TO-T/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) CERADYNE, INC. (Name of Subject Company (Issuer)) 3M COMPANY CYBORG ACQUISITION CORPORATION (Names of Filing Persons (Offerors)) Common Stock, $0.01 Par Value Per Share (Title of Class o

November 2, 2012 CORRESP

-

STRADLING YOCCA CARLSON & RAUTH, P.C. 660 NEWPORT CENTER DRIVE, SUITE 1600 NEWPORT BEACH, CA 92660-6422 SYCR.COM NEWPORT BEACH 949.725.4000 SACRAMENTO 916.449.2350 SAN FRANCISCO 415.283.2240 SANTA BARBARA 805.730.6800 ROBERT E. RICH (949) 725-4156 [email protected] SAN DIEGO 858.926.3000 SANTA MONICA 424.214.7000 November 2, 2012 Via EDGAR Mellissa Campbell Duru Special Counsel, Office of Mergers and

October 15, 2012 EX-99.(A)(1)(A)

Offer to Purchase for Cash All Outstanding Shares of Common Stock of Ceradyne, Inc. at $35.00 Net Per Share by Cyborg Acquisition Corporation a wholly owned subsidiary of 3M Company

Table of Contents Exhibit (a)(1)(A) Offer to Purchase for Cash All Outstanding Shares of Common Stock of Ceradyne, Inc.

October 15, 2012 EX-99.(D)(3)

3M General Offices 3M Center St. Paul, MN 55144-1000 651 733 1110

Exhibit (d)(3) 3M General Offices 3M Center St. Paul, MN 55144-1000 651 733 1110 June 20, 2012 CONFIDENTIALITY AGREEMENT Ceradyne, Inc. 3169 Red Hill Avenue Costa Mesa, CA 92626 Attn: Joel P. Moskowitz, Chief Executive Officer Dear Mr. Moskowitz: In connection with 3M Company’s (“3M”) interest in a possible consensual transaction (the “Transaction”) with Ceradyne, Inc. a Delaware corporation (the

October 15, 2012 EX-99.(A)(1)(E)

Offer to Purchase for Cash All Outstanding Shares of Common Stock of Ceradyne, Inc. at $35.00 Net Per Share by Cyborg Acquisition Corporation a wholly owned subsidiary of 3M Company

QuickLinks - Click here to rapidly navigate through this document Exhibit (a)(1)(E) Offer to Purchase for Cash All Outstanding Shares of Common Stock of Ceradyne, Inc.

October 15, 2012 EX-99.(A)(1)(C)

Notice of Guaranteed Delivery for Offer to Purchase for Cash All Outstanding Shares of Common Stock of Ceradyne, Inc. at $35.00 Net Per Share by Cyborg Acquisition Corporation a wholly owned subsidiary of 3M Company

Exhibit (a)(1)(C) Notice of Guaranteed Delivery for Offer to Purchase for Cash All Outstanding Shares of Common Stock of Ceradyne, Inc.

October 15, 2012 SC TO-T

- SC TO-T

QuickLinks - Click here to rapidly navigate through this document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

October 15, 2012 SC 14D9

- SC 14D9

QuickLinks - Click here to rapidly navigate through this document SECURITIES AND EXCHANGE COMMISSION Washington, D.

October 15, 2012 EX-99.(E)(15)

CHANGE IN CONTROL AND SEVERANCE AGREEMENT

Exhibit (e)(15) CHANGE IN CONTROL AND SEVERANCE AGREEMENT This Change in Control and Severance Agreement (“Agreement”) is entered into as of September 28, 2012 (the “Effective Date”), by and between Ceradyne, Inc.

October 15, 2012 EX-99.(E)(13)

CHANGE IN CONTROL AND SEVERANCE AGREEMENT

Exhibit (e)(13) CHANGE IN CONTROL AND SEVERANCE AGREEMENT This Change in Control and Severance Agreement (“Agreement”) is entered into as of September 28, 2012 (the “Effective Date”), by and between Ceradyne, Inc.

October 15, 2012 EX-99.(A)(5)(B)

Notice of Offer to Purchase for Cash All Outstanding Shares of Common Stock Ceradyne, Inc. $35.00 Net Per Share Cyborg Acquisition Corporation a wholly owned subsidiary of 3M Company

Exhibit (a)(5)(B) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below).

October 15, 2012 EX-99.(A)(1)(B)

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. Letter of Transmittal To Tender Shares of Common Stock of CERADYNE, INC. at $35.00 Net Per Share Pursuant to the Offer to Purchase dated October 15, 2012 by Cyborg Acquisition Corporat

QuickLinks - Click here to rapidly navigate through this document Exhibit (a)(1)(B) THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

October 15, 2012 EX-99.(A)(1)(D)

Offer to Purchase for Cash All Outstanding Shares of Common Stock of Ceradyne, Inc. at $35.00 Net Per Share by Cyborg Acquisition Corporation a wholly owned subsidiary of 3M Company

QuickLinks - Click here to rapidly navigate through this document Exhibit (a)(1)(D) Offer to Purchase for Cash All Outstanding Shares of Common Stock of Ceradyne, Inc.

October 15, 2012 EX-99.(E)(16)

CHANGE IN CONTROL AND SEVERANCE AGREEMENT

Exhibit (e)(16) CHANGE IN CONTROL AND SEVERANCE AGREEMENT This Change in Control and Severance Agreement (“Agreement”) is entered into as of September 28, 2012 (the “Effective Date”), by and between Ceradyne, Inc.

October 15, 2012 EX-99.(A)(5)(C)

3M Commences Tender Offer for Ceradyne, Inc.

Exhibit (a)(5)(C) 3M Commences Tender Offer for Ceradyne, Inc. ST. PAUL, Minn. — October 15, 2012 — 3M (NYSE:MMM) today announced that its direct wholly owned subsidiary, Cyborg Acquisition Corporation, has commenced its previously announced tender offer for all outstanding shares of common stock of Ceradyne, Inc. (NASDAQ: CRDN) at a price of $35.00 per share. The tender offer is being made in con

October 15, 2012 EX-99.(A)(2)(B)

October 15, 2012

QuickLinks - Click here to rapidly navigate through this document Exhibit (a)(2)(B) October 15, 2012 Dear Stockholder: We are pleased to inform you that on September 30, 2012, Ceradyne, Inc.

October 10, 2012 EX-99.1

JOINT FILING AGREEMENT

Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, 3M Company, a Delaware corporation, and Cyborg Acquisition Corporation, a Delaware corporation, agree to the joint filing of (1) a statement on Schedule 13D, including any amendments thereto (the “Schedule 13D”), and (2) any Form 3 or Form 4 that may be required, in each c

October 10, 2012 SC 13D

CRDN / Ceradyne Inc / 3M CO - SC 13D Activist Investment

SC 13D 1 a12-232071sc13d.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. )* Ceradyne, Inc. (Name of Issuer) Common Stock, Par Value $0.01 Per Share (T

October 3, 2012 EX-10.1

CHANGE IN CONTROL AND SEVERANCE AGREEMENT

CHANGE IN CONTROL AND SEVERANCE AGREEMENT This Change in Control and Severance Agreement (“Agreement”) is entered into as of September 28, 2012 (the “Effective Date”), by and between Ceradyne, Inc.

October 3, 2012 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - FORM 8-K - SEPTEMBER 28, 2012

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): September 28, 2012 (Exact name of registrant as specified in its charter) Delaware 000-13059 33-0055414 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Em

October 2, 2012 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits - CERADYNE, INC. - FORM 8-K - SEPTEMBER 30, 2012

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) September 30, 2012 (Exact name of registrant as specified in its charter) Delaware 000-13059 33-0055414 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Emp

October 2, 2012 EX-99.1

3M to Acquire Ceradyne, Inc. Acquisition Broadens 3M’s Ceramic Platform

Exhibit 99.1 3M to Acquire Ceradyne, Inc. Acquisition Broadens 3M’s Ceramic Platform ST. PAUL, Minn. & COSTA MESA, Calif. – Oct. 1, 2012 – 3M (NYSE:MMM) and Ceradyne, Inc. (NASDAQ:CRDN) announced today that they have entered into a definitive agreement for 3M’s acquisition of Ceradyne, Inc. for $35.00 per share. The proposed transaction has an aggregate value of approximately $860 million, or appr

October 2, 2012 EX-10.1

VOTING AND TENDER AGREEMENT

Exhibit 10.1 Execution Copy VOTING AND TENDER AGREEMENT This VOTING AND TENDER AGREEMENT (this “Agreement”), dated September 30, 2012, is by and among 3M COMPANY, a Delaware corporation (“Parent”), CYBORG ACQUISITION CORPORATION, a Delaware corporation and wholly owned Subsidiary of Parent (“Merger Sub”), and the stockholders of CERADYNE, INC., a Delaware corporation (the “Company”), set forth on

October 2, 2012 EX-2.1

AGREEMENT AND PLAN OF MERGER 3M COMPANY, CYBORG ACQUISITION CORPORATION CERADYNE, INC. Dated as of September 30, 2012

Exhibit 2.1 Execution Copy AGREEMENT AND PLAN OF MERGER among 3M COMPANY, CYBORG ACQUISITION CORPORATION and CERADYNE, INC. Dated as of September 30, 2012 ARTICLE 1 THE OFFER AND THE MERGER Section 1.1 The Offer 1 Section 1.2 Company Actions 4 Section 1.3 The Merger 5 Section 1.4 Effects of the Merger 5 Section 1.5 Closing 5 Section 1.6 Consummation of the Merger 5 Section 1.7 Organizational Docum

October 1, 2012 EX-99.1

3M to Acquire Ceradyne, Inc. Acquisition Broadens 3M’s Ceramic Platform

Exhibit 99.1 3M to Acquire Ceradyne, Inc. Acquisition Broadens 3M’s Ceramic Platform ST. PAUL, Minn. & COSTA MESA, Calif.—(BUSINESS WIRE)—3M (NYSE:MMM) and Ceradyne, Inc. (NASDAQ:CRDN) announced today that they have entered into a definitive agreement for 3M’s acquisition of Ceradyne, Inc. for $35.00 per share. The proposed transaction has an aggregate value of approximately $860 million, or appro

October 1, 2012 8-K

Regulation FD Disclosure, Financial Statements and Exhibits - CERADYNE, INC. - FORM 8-K - 09-26-2012

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) September 26, 2012 (Exact name of registrant as specified in its charter) Delaware 000-13059 33-0055414 (State or other Jurisdiction of Incorporation) (Commission File Number) (IRS Emp

October 1, 2012 SC14D9C

- CERADYNE, INC. - OCTOBER 1, 2012

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Name of Subject Company) CERADYNE, INC. (Name of Person(s) Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 156710105 (Common Stock) (CUSIP Number of Class of Securit

October 1, 2012 EX-99.1

CERADYNE, INC. RECEIVES $14 MILLION DELIVERY ORDER FOR INITIAL 2013 ESAPI ARMOR COMPONENTS

Exhibit 99.1 David Reed Phil Bourdillon/Gene Heller President North American Operations Silverman Heller Associates (714) 549-0421 (310) 208-2550 CERADYNE, INC. RECEIVES $14 MILLION DELIVERY ORDER FOR INITIAL 2013 ESAPI ARMOR COMPONENTS Costa Mesa, Calif. – September 26, 2012 – Ceradyne, Inc. (Nasdaq: CRDN) announced it has received its first delivery order covering two months of 2013 ESAPI requir

October 1, 2012 SC TO-C

- 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 October 1, 2012 Date of Report (Date of Earliest Event Reported) 3M COMPANY (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) File No. 1-3285 41-0417775 (Commission File Nu

August 17, 2012 EX-99.1

Ceradyne Board Approves Regular Quarterly Dividend

Exhibit 99.1 Jerrold J. Pellizzon Phil Bourdillon/Gene Heller Chief Financial Officer Silverman Heller Associates (714) 549-0421 (310) 208-2550 Ceradyne Board Approves Regular Quarterly Dividend Costa Mesa, Calif. — August 16, 2012 — Ceradyne, Inc. (Nasdaq: CRDN) announced today that its Board of Directors declared a regular quarterly cash dividend of $0.15 per common share, payable September 18,

August 17, 2012 8-K

Regulation FD Disclosure, Financial Statements and Exhibits - CERADYNE, INC. - FORM 8-K - 08-16-2012

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 16, 2012 (Exact name of registrant as specified in its charter) Delaware 000-13059 33-0055414 (State or other Jurisdiction of Incorporation) (Commission File Number) (IRS Employ

August 14, 2012 SC 13G

CRDN / Ceradyne Inc / MAK CAPITAL ONE LLC - AUGUST 14, 2012 Passive Investment

SC 13G 1 ceradyne13g-081412.htm AUGUST 14, 2012 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (RULE 13d - 102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (Amendment No.)* Ceradyne, Inc. (Name of Issuer) Common Stock, $.01 par value (Title of Class of Securities) 156710105 (CUSIP Number) Au

August 14, 2012 8-K

Regulation FD Disclosure, Financial Statements and Exhibits - CERADYNE, INC. - FORM 8-K - 08-14-2012

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 14, 2012 (Exact name of registrant as specified in its charter) Delaware 000-13059 33-0055414 (State or other Jurisdiction of Incorporation) (Commission File Number) (IRS Employ

August 14, 2012 EX-99.1

CERADYNE, INC. RECEIVES GROIN ARMOR PROTECTION INSERTS AWARD WITH MAXIMUM VALUE OF $6,546,000 OVER FIVE YEARS

Exhibit 99.1 David Reed Phil Bourdillon/Gene Heller President North American Operations Silverman Heller Associates (714) 549-0421 (310) 208-2550 CERADYNE, INC. RECEIVES GROIN ARMOR PROTECTION INSERTS AWARD WITH MAXIMUM VALUE OF $6,546,000 OVER FIVE YEARS Costa Mesa, Calif. – August 14, 2012 – Ceradyne, Inc. (Nasdaq: CRDN) announced it has received a contract for a newly designed lightweight ceram

July 24, 2012 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - CERADYNE, INC. - FORM 8-K - 07-24-2012

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 24, 2012 (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

July 24, 2012 EX-99.1

CERADYNE, INC. REPORTS SECOND QUARTER, SIX-MONTH 2012 FINANCIAL RESULTS

Exhibit 99.1 Jerrold J. Pellizzon Phil Bourdillon/Gene Heller Chief Financial Officer Silverman Heller Associates (714) 549-0421 (310) 208-2550 CERADYNE, INC. REPORTS SECOND QUARTER, SIX-MONTH 2012 FINANCIAL RESULTS Costa Mesa, Calif.–July 24, 2012–Ceradyne, Inc. (NASDAQ: CRDN) reported financial results for the second quarter and six months ended June 30, 2012. Sales for the second quarter 2012 w

July 24, 2012 10-Q

Quarterly Report - CERADYNE, INC. - Q2 2012 FORM 10-Q

10-Q 1 form10-q.htm CERADYNE, INC. - Q2 2012 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2012 Or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the transition period

May 21, 2012 8-K

Submission of Matters to a Vote of Security Holders

8-K 1 form8-k.htm CERADYNE, INC. - FORM 8-K - 05-16-12 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) May 16, 2012 (Exact name of registrant as specified in its charter) Delaware 000-13059 33-0055414 (State or other jurisdiction of

May 17, 2012 8-K

Regulation FD Disclosure, Financial Statements and Exhibits - CERADYNE, INC. - FORM 8-K - 05/17/2012

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) May 17, 2012 (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

May 17, 2012 EX-99.1

Ceradyne Board Approves Regular Quarterly Dividend

Jerrold J. Pellizzon Phil Bourdillon/Gene Heller Chief Financial Officer Silverman Heller Associates (714) 549-0421 (310) 208-2550 Ceradyne Board Approves Regular Quarterly Dividend Costa Mesa, Calif. — May 17, 2012 — Ceradyne, Inc. (Nasdaq: CRDN) announced today that its Board of Directors declared a regular quarterly cash dividend of $0.15 per common share, payable June 19, 2012 to shareholders

May 16, 2012 EX-99.1

CERADYNE, INC. RECEIVES SECOND ENHANCED COMBAT HELMET (ECH) AWARD

Exhibit 99.1 David Reed Phil Bourdillon/Gene Heller President North American Operations Silverman Heller Associates (714) 549-0421 (310) 208-2550 CERADYNE, INC. RECEIVES SECOND ENHANCED COMBAT HELMET (ECH) AWARD Costa Mesa, Calif. – May 15, 2012 – Ceradyne, Inc. (Nasdaq: CRDN) has received the second of two low rate initial production Enhanced Combat Helmet (ECH) orders. This release has a value o

May 16, 2012 8-K

Regulation FD Disclosure, Financial Statements and Exhibits - CERADYNE, INC. - FORM 8-K - 05-15-2012

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) May 15, 2012 (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

May 8, 2012 DEF 14A

- CERADYNE, INC. - SCHEDULE 14A - MAY 8, 2012

SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

April 24, 2012 10-Q

Quarterly Report - CERADYNE, INC. - FORM 10-Q - 03-31-2012

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2012 Or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-13059 (Exact name of R

April 24, 2012 EX-99.1

CERADYNE, INC. REPORTS FIRST QUARTER 2012 FINANCIAL RESULTS

Jerrold J. Pellizzon Phil Bourdillon/Gene Heller Chief Financial Officer Silverman Heller Associates (714) 549-0421 (310) 208-2550 CERADYNE, INC. REPORTS FIRST QUARTER 2012 FINANCIAL RESULTS Costa Mesa, Calif.–April 24, 2012–Ceradyne, Inc. (NASDAQ: CRDN) reported financial results for the first quarter ended March 31, 2012. Sales for the first quarter 2012 were $106.3 million, compared with $150.1

April 24, 2012 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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) April 24, 2012 (Exact name of registrant as specified in its charter) Delaware 000-13059 33-0055414 (State or other Jurisdiction of Incorporation) (Commission File Number) (IRS Employe

April 24, 2012 10-K/A

Annual Report - CERADYNE, INC. - FORM 10-K/A - 04-24-2012

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2011 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-13059 (Exact name o

April 11, 2012 DEF 14A

- SCHEDULE 14A - PROXY STATEMENT - CERADYNE, INC.

SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

March 19, 2012 EX-99.1

CERADYNE, INC. RECEIVES INITIAL ENHANCED COMBAT HELMET (ECH) AWARD

EX-99.1 2 exh99.htm CERADYNE, INC. - PRESS RELEASE - ECH AWARD Exhibit 99.1 David Reed Phil Bourdillon/Gene Heller President North American Operations Silverman Heller Associates (714) 549-0421 (310) 208-2550 CERADYNE, INC. RECEIVES INITIAL ENHANCED COMBAT HELMET (ECH) AWARD Costa Mesa, Calif. – March 12, 2012 – Ceradyne, Inc. (Nasdaq: CRDN) has received the first of possibly two low rate initial

March 19, 2012 8-K

Regulation FD Disclosure, Financial Statements and Exhibits - CERADYNE, INC. - FORM 8-K - MARCH 12, 2012

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) March 12, 2012 (Exact name of registrant as specified in its charter) Delaware 000-13059 33-0055414 (State or other Jurisdiction of Incorporation) (Commission File Number) (IRS Employe

March 5, 2012 EX-99.1

CERADYNE, INC. RECEIVES $6.3 MILLION HELICOPTER ARMOR ORDER

EXHIBIT 99.1 David Reed Phil Bourdillon/Gene Heller President North American Operations Silverman Heller Associates (714) 549-0421 (310) 208-2550 CERADYNE, INC. RECEIVES $6.3 MILLION HELICOPTER ARMOR ORDER Costa Mesa, Calif. – March 1, 2012 – Ceradyne, Inc. (Nasdaq: CRDN) announced it has received a $6.3 million ceramic armor order for various components on the Apache helicopter. Shipments will st

March 5, 2012 8-K

Regulation FD Disclosure, Financial Statements and Exhibits - CERADYNE, INC. - FORM 8-K - 03-01-2012

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) March 1, 2012 (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

February 16, 2012 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition - CERADYNE, INC. - FORM 8-K - 02-16-2012

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) February 16, 2012 (Exact name of registrant as specified in its charter) Delaware 000-13059 33-0055414 (State or other Jurisdiction of Incorporation) (Commission File Number) (IRS Empl

February 16, 2012 10-K

Annual Report - CERADYNE, INC. - 2011 FORM 10-K

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2011 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-13059 (Exact name of registrant as spe

February 16, 2012 EX-21.1

SUBSIDIARIES OF CERADYNE, INC.

Exhibit 21.1 SUBSIDIARIES OF CERADYNE, INC. Name of Subsidiary State or other Jurisdiction of Incorporation or Organization Ceradyne ESK, LLC Delaware • ESK Ceramics Geschäftsführungs GmbH Germany • ESK Ceramics GmbH and Co. KG Germany o ESK Ceramics France S.A.S.U. France Ceradyne Canadian Holdings, Inc. Delaware • Ceradyne Canada ULC Alberta, Canada Ceradyne Armor Systems, Inc Delaware Minco, In

February 16, 2012 EX-99.2

Ceradyne, Inc. Initiates Quarterly Dividend

Exhibit 99.2 Jerrold J. Pellizzon Phil Bourdillon/Gene Heller Chief Financial Officer Silverman Heller Associates (714) 549-0421 (310) 208-2550 Ceradyne, Inc. Initiates Quarterly Dividend Costa Mesa, Calif. — February 16, 2011 — Ceradyne, Inc. (Nasdaq: CRDN) announced today that its Board of Directors approved the initiation of a quarterly cash dividend to its shareholders. This is the first cash

February 16, 2012 EX-99.1

CERADYNE, INC. REPORTS FOURTH QUARTER, TWELVE-MONTH 2011 FINANCIAL RESULTS

Exhibit 99.1 Jerrold J. Pellizzon Phil Bourdillon/Gene Heller Chief Financial Officer Silverman Heller Associates (714) 549-0421 (310) 208-2550 CERADYNE, INC. REPORTS FOURTH QUARTER, TWELVE-MONTH 2011 FINANCIAL RESULTS Costa Mesa, Calif.–February 16, 2012–Ceradyne, Inc. (NASDAQ: CRDN) reported financial results for the fourth quarter and twelve months ended December 31, 2011. Sales for the fourth

February 16, 2012 EX-12.1

Calculation of Ratio of Earnings to Fixed Charges

Exhibit 12.1 Calculation of Ratio of Earnings to Fixed Charges Year Ended December 31, 2007 2008 2009 2010 2011 (In thousands, except ratio of earnings to fixed charges) Income from continuing operations before income taxes $ 223,129 $ 160,904 $ 417 $ 28,371 $ 127,956 Fixed charges(1) Interest expense 7,106 7,369 7,119 6,690 6,818 Amortization of debt issuance cost 421 506 399 369 380 Interest inc

February 14, 2012 SC 13G/A

CRDN / Ceradyne Inc / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* CERADYNE INC (Name of Issuer) Common Stock (Title of Class of Securities) 156710105 (CUSIP Number) December 31, 2011 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule i

February 10, 2012 SC 13G

CRDN / Ceradyne Inc / VANGUARD GROUP INC Passive Investment

ceradyneinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.:0 )* Name of issuer: Ceradyne Inc Title of Class of Securities: Common Stock CUSIP Number: 156710105 Date of Event Which Requires Filing of this Statement: December 31, 2011 Check the appropriate box to designate

February 7, 2012 SC 13G/A

CRDN / Ceradyne Inc / FRANKLIN RESOURCES INC Passive Investment

cera11a1.htm - Generated by SEC Publisher for SEC Filing CUSIP NO. 156710105 13G Page 1 of 14 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* ceradyne, inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 156710105 (CUSIP Number) December 31, 2011 (Date of Event

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