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~~

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 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:

~~[ ]~~ 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 52.0201 ~~Departure~~Completion of ~~Directors~~Acquisition or ~~Certain~~Disposition ~~Officers; Election~~ of ~~Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Assets.

~~(e) On~~As ~~September~~previously 28disclosed, on September 30, 2012, Ceradyne, Inc., a Delaware corporation (the “Company” or “Ceradyne”), ~~following~~3M ~~approval~~Company by(“3M”) ~~the~~and ~~Compensation~~Cyborg ~~Committee~~Acquisition ofCorporation ~~the~~(“Purchaser”), ~~Board~~a wholly owned subsidiary of ~~Directors~~3M, entered into ~~Change~~an inAgreement ~~Control~~ and ~~Severance~~Plan ~~Agreement~~of Merger (the “Merger Agreement”). ~~with~~Pursuant ~~Bruce~~to R.the ~~Lockhart~~Merger Agreement, and upon the terms and subject to the conditions thereof, Purchaser commenced a tender offer to purchase all outstanding shares of the common stock of Ceradyne (the “~~Executive~~Shares”) at a price of $35.00 per Share, net to the ~~Company’s~~seller ~~Vice~~in ~~President~~cash, without interest thereon and ~~President~~less ofany ~~Thermo~~required ~~Materials~~withholding ~~division~~taxes, upon the terms and asubject ~~named~~to ~~executive~~the ~~officer~~conditions set forth in the Offer to Purchase dated October 15, 2012 (as amended or supplemented, the “Offer to Purchase”), and the related Letter of Transmittal (which, together with the Offer to Purchase, constituted the “Offer”).

~~The~~On ~~Agreement~~November 28, ~~provides~~2012, 3M announced that the ~~Executive~~initial isoffering ~~entitled~~period of the Offer expired at 5:00 p.m., New York City time, on November 27, 2012, and that as of such time, based on the information provided by the depositary for the Offer, a total of 21,093,164 Shares were validly tendered and not withdrawn in the Offer, representing approximately 87.7% of Ceradyne’s then outstanding Shares (or approximately 85.8% calculated on a fully diluted basis). In addition, Notices of Guaranteed Delivery were delivered with respect to ~~receive~~1,824,343 ~~severance~~Shares, ~~compensation~~representing ifapproximately ~~both~~7.6% of Ceradyne’s then outstanding Shares. Purchaser accepted for payment all Shares that were validly tendered and not withdrawn in accordance with the ~~following~~terms ~~events~~of ~~occur:~~the Offer.

·In ~~there~~order isto aaccomplish ~~“change~~the inMerger ~~control”~~(as defined below), on November 28, 2012, pursuant to the terms and subject to the conditions of the ~~Company~~Merger Agreement, ~~and~~Purchaser exercised the Top-Up Option (as defined below), which permitted Purchaser to purchase the Top-Up Shares (as defined below). Immediately following the issuance of the Top-Up Shares to Purchaser, Purchaser owned in excess of 90% of the Shares outstanding at such time.

·On ~~within~~November 28, ~~24 months following the change in control~~2012, ~~there~~Purchaser iseffected a ~~termination~~short-form ofmerger ~~the~~under ~~Executive~~Delaware ~~either~~law, ~~(i)~~pursuant byto ~~the~~which ~~Company~~Purchaser ~~for~~merged ~~any~~with ~~reason~~and ~~other~~into ~~than~~Ceradyne ~~cause,~~ (the ~~disability of the Executive~~“Merger”), orwith ~~the~~Ceradyne ~~Executive’s~~surviving ~~death,~~as ora ~~(ii)~~wholly byowned ~~the~~subsidiary ~~Executive~~of ~~for good reason~~3M.

The ~~Executive~~information isset ~~not~~forth ~~entitled~~in toItem ~~receive~~3.03 ~~any~~and ~~severance~~Item ~~compensation~~5.01 inof ~~the~~this ~~event~~Current ~~that~~Report ~~his~~on ~~employment~~Form 8-K is ~~terminated~~incorporated ~~due~~herein toby ~~death, disability, resignation without good reason, or for cause, even if such termination or resignation occurs subsequent to the consummation of a change in control~~reference.

~~For~~The ~~purposes~~foregoing ofsummary ~~the~~does ~~Agreement,~~not apurport ~~“change~~to ~~in control” shall~~ be ~~deemed~~complete toand ~~have occurred if: (i) a merger, consolidation or similar transaction involving the Company~~ is ~~consummated~~qualified ~~which results~~ in aits ~~change~~entirety inby ~~beneficial~~reference ~~ownership~~to ~~of securities constituting 50% or more of~~ the ~~total~~Merger ~~combined voting power of all outstanding securities of the Company~~Agreement, orwhich ~~(ii)~~was aattached ~~sale,~~as ~~transfer~~Exhibit 2.1 orto ~~other~~Ceradyne’s ~~disposition~~Current ~~(in~~Report ~~one~~on ~~transaction or a series of related transactions during the 12~~Form 8-~~month~~K ~~period~~filed ~~ending~~with on the ~~date~~Securities ofand ~~the~~Exchange ~~most~~Commission ~~recent transaction) of all or substantially all of the assets of the Company shall be consummated, or~~ (~~iii) any person or group of related or affiliated persons acquires, directly or indirectly, beneficial ownership of securities constituting more than 50% of~~ the ~~total combined voting power of all outstanding securities of the Company, or (iv~~“SEC”) aton ~~any time during any period of 12 consecutive months during the term of the Agreement~~October 2, ~~individuals~~2012 ~~who~~and ~~at the beginning of the 12-month period constituted the entire Board of Directors of the Company do not constitute a majority of the Board of Directors. Each of the foregoing events~~ is ~~subject~~incorporated toherein ~~specified~~by ~~exceptions and limitations as described in the Agreement~~reference.

InItem ~~the~~3.01 ~~event~~Notice ~~that the conditions for payment~~ of ~~severance~~Delisting ~~compensation~~or Failure to ~~the~~Satisfy ~~Executive~~a ~~are~~Continued ~~met,~~Listing ~~then~~Rule ~~the~~or ~~Executive~~Standard; ~~shall~~Transfer beof ~~entitled to receive:~~Listing.

·As a ~~lump~~result ~~sum~~of ~~payment~~the inOffer anand ~~amount~~the ~~equal~~Merger, Ceradyne no longer fulfills the numerical listing requirements of The NASDAQ Stock Market (“NASDAQ”). Accordingly, on November 28, 2012, Ceradyne notified NASDAQ of its intent to remove the ~~Executive’s~~Shares ~~highest~~from ~~annual~~listing ~~base~~on ~~salary~~NASDAQ inand ~~effect~~requested ~~during~~that NASDAQ file a delisting application with the ~~12-month~~SEC ~~period~~to ~~immediately~~delist ~~preceding~~and deregister the ~~date~~Shares. On November 28, 2012, NASDAQ filed with the SEC a Notification of ~~termination~~Removal from Listing and/or Registration under Section 12(b) of ~~employment~~the Securities Exchange Act of 1934, ~~and~~as

· the continuation of coverage for the Executive and the Executive’s eligible spouse and dependents under the Company’s group medical, dental, and vision plans until the first to occur of (i) the 12-month anniversary of the date of the Executive’s termination of employment, or (ii) the date upon which the Executive becomes covered under similar benefit plans (or the Company will arrange to provide the Executive with continued benefits substantially similar to those which the Executive would have been entitled to receive under such benefit plans).2

~~The~~amended ~~Agreement~~(the ~~does~~“Exchange ~~not~~Act”), ~~impair~~on ~~any~~Form 25 ~~rights~~to ~~that~~delist and deregister the ~~Executive~~Shares. ~~may~~Ceradyne ~~have~~also ~~under~~intends ~~any~~to ~~restricted~~file ~~stock~~with ~~unit~~the orSEC ~~stock~~a ~~option~~certification ~~agreements~~on ~~that~~Form 15 ~~provide~~under ~~for~~the Exchange Act, requesting the ~~acceleration~~deregistration of ~~vesting~~the ~~following~~Shares aand ~~change~~the insuspension ~~control~~ of ~~the~~Ceradyne’s ~~Company. The~~reporting ~~receipt~~obligations byunder ~~the~~Sections ~~Executive~~13(a) and 15(d) of ~~any~~the ~~severance~~Exchange ~~compensation~~Act ~~pursuant~~and to ~~the~~deregister ~~Agreement~~its isShares ~~subject~~under toSection 12(g) of the ~~execution~~Exchange byAct. ~~the~~The ~~Executive~~information ofdisclosed aunder ~~general~~Item ~~release~~2.01 of ~~claims~~this inCurrent ~~favor~~Report ofon ~~the~~Form 8-K ~~Company~~is incorporated by reference into this Item 3.01.

~~The~~Item ~~term~~3.02 ofUnregistered ~~the~~Sales ~~Agreement commenced on the date~~ of ~~signing~~Equity and will continue for 36 months, which period will be automatically renewed on a daily basis unless notice of non-renewal or termination of the Agreement is given by either the Company or the Executive or the Agreement is sooner terminated pursuant to its termination provisionsSecurities.

~~The~~In ~~foregoing~~order ~~summary~~to complete the Merger, and pursuant to Section 1.8 of the Merger Agreement, ~~does~~on ~~not~~November 28, ~~purport~~2012, Purchaser exercised its top-up option (the “Top-Up Option”) to bepurchase ~~complete~~Shares directly from Ceradyne, and isCeradyne ~~qualified~~issued in7,594,319 ~~its~~Shares ~~entirety~~(the “Top-Up Shares”) to Purchaser, at a price per Share equal to the Offer Price, pursuant to the Top-Up Option. Purchaser paid for the Top-Up Shares by ~~reference~~delivery of (i) $75,943.19 in cash, an amount equal to the ~~full~~par ~~text~~value of the ~~Agreement,~~Top-Up ~~which~~Shares; isand ~~attached~~(ii) a aspromissory ~~Exhibit~~note 10in the principal amount of $265,725,222.181. The Top-Up Shares, when added to ~~this~~the ~~Current~~number ~~Report~~of onShares ~~Form~~directly ~~8-K~~or indirectly owned by 3M and isPurchaser ~~incorporated~~at ~~herein~~the time of exercise of the Top-Up Option, represented one Share more than 90% of the Shares outstanding immediately after the issuance of the Top-Up Shares (after giving effect to the issuance of Shares pursuant to the exercise of the Top-Up Option). The Top-Up Shares were issued without registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon an exemption from registration pursuant to Section 4(2) of the Securities Act, as a transaction by ~~reference~~an issuer not involving a public offering.

Item 93.~~01 Financial~~03 ~~Statements~~Material ~~and~~Modification ~~Exhibits~~to Rights of Security Holders.

As a result of the Merger and at the effective time of the Merger (dthe “Effective Time”) ~~Exhibits~~, each issued and outstanding Share (other than Shares as to which the holder has properly exercised and perfected appraisal rights and Shares held by Ceradyne, 3M or their respective wholly-owned subsidiaries) was, by virtue of the Merger and without any action on the part of the holders thereof, cancelled and converted into the right to receive $35.00 per Share in cash, without interest and less any required withholding taxes. At the Effective Time, the holders of such Shares ceased to have any rights as stockholders of Ceradyne (other than their right to receive $35.00 per Share in cash without interest thereon and less any required withholding taxes).

Exhibit Number		Description
10.1		Change in Control and Severance Agreement, dated September 28, 2012, between Ceradyne, Inc. and Bruce R. Lockhart.

The information disclosed under Item 2.01, Item 3.01 and Item 5.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

2Item 5.01 Changes in Control of Registrant.

~~SIGNATURES~~On November 27, 2012, upon Purchaser’s acceptance for payment of all Shares that were validly tendered and not withdrawn in accordance with the terms of the Offer, a change in control of Ceradyne occurred. The information disclosed under Item 2.01, Item 3.01, Item 3.03 and Item 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

~~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.~~3

~~CERADYNE,~~Item ~~INC~~5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~October~~At 3the Effective Time on November 28, 2012 ~~By: /s/~~, ~~Jerrold~~in Jaccordance with the Merger Agreement, William R. ~~Pellizzon~~ Myers, the sole director of Purchaser immediately before the Merger became the sole director of Ceradyne. In addition, on November 28, 2012, Mark G. Colin, Steven A. Rinta and Kenneth D. Wilson became directors of Ceradyne. Accordingly, each of Joel P. Moskowitz, Richard A. Alliegro, Frank Edelstein, Richard A. Kertson, Milton L. Lohr and Siegfried Müssig, Ph.D., ceased serving as members of Ceradyne’s board of directors at the Effective Time.

~~Jerrold~~On JNovember 28, 2012, (i) Joel P. ~~Pellizzon~~Moskowitz ceased to be President and Chief Executive Officer of Ceradyne and became Vice President Strategic Planning, (ii) David P. Reed ceased to be Vice President, President of North American Operations and Assistant Corporate Secretary and became President North American Operations, (iii) Bruce R. Lockhart ceased to be Vice President and President of Thermo Materials and (iv) Thomas Juengling ceased to be Vice President and President of ESK Ceramics. In addition, on November 28, 2012, Mark G. Colin became President of Ceradyne.

~~Chief~~Item ~~Financial~~5.03 ~~Officer~~Amendments ~~and~~to ~~Corporate~~Articles ~~Secretary~~of Incorporation or Bylaws; Change in Fiscal Year.

3Pursuant to the Merger Agreement, at the Effective Time, Ceradyne’s certificate of incorporation was amended and restated in its entirety to read as set forth in Exhibit C to the Merger Agreement (the “Amended and Restated Certificate of Incorporation”).

~~EXHIBIT~~Also ~~INDEX~~pursuant to the Merger Agreement, at the Effective Time, Ceradyne’s bylaws were amended and restated in their entirety to be identical to the bylaws of Purchaser, as in effect immediately prior to the Effective Time (the “Amended and Restated Bylaws”).

Exhibit Number		Description
10.1		Change in Control and Severance Agreement, dated September 28, 2012, between Ceradyne, Inc. and Bruce R. Lockhart.

The Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws are attached hereto as Exhibits 3.1 and 3.2 respectively, and are incorporated herein by reference.

4 Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description

3.1		Amended and Restated Certificate of Incorporation of Ceradyne, Inc., amended as of November 28, 2012 (incorporated by reference to Exhibit C to Exhibit 2.1 to the Form 8-K filed by Ceradyne, Inc. on October 2, 2012).

3.2		Amended and Restated Bylaws of Ceradyne, Inc., amended as of November 28, 2012.

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 3, 2012	By:	/s/ Jerrold J. Pellizzon
		Jerrold J. Pellizzon
		Chief Financial Officer

EXHIBIT INDEX

Exhibit No.		Description

3.1		Amended and Restated Certificate of Incorporation of Ceradyne, Inc., amended as of November 28, 2012 (incorporated by reference to Exhibit C to Exhibit 2.1 to the Form 8-K filed by Ceradyne, Inc. on October 2, 2012).

3.2		Amended and Restated Bylaws of Ceradyne, Inc., amended as of November 28, 2012.

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