- Current report filing (8-K)
13 June 2009 - 7:31AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported)
June
12, 2009
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 4
This
Current Report on Form 8−K is being filed to update the historical financial
statements of Ceradyne, Inc. (Company) included in its Annual Report on Form
10−K for the year ended December 31, 2008 (the 2008 Form 10−K) to reflect
changes in the accounting treatment of the Companys 2.875% senior subordinated
convertible notes due December 15, 2035 (the Notes). These changes,
which are described below, are required by Financial Accounting Standards Board
Staff Position (FSP) No. APB 14-1, Accounting for Convertible Debt Instruments
That May be Settled in Cash upon Conversion (Including Partial Cash Settlement)
(FSP No. APB 14-1), which was issued in May 2008 and became effective for
Ceradyne as of January 1, 2009.
FSP No.
APB 14-1 specifies that issuers of convertible debt instruments that may be
settled in cash upon conversion, such as the Notes, should separately account
for the liability and equity components in a manner that will reflect the
issuers nonconvertible debt borrowing rate when interest cost is recognized in
subsequent periods. The Company adopted FSP No. APB 14-1 as of January 1, 2009,
and the adoption impacted the historical accounting for the Notes. The adoption
of FSP No. APB 14-1 resulted in the following retrospective changes in long-term
debt, debt issuance costs (included in other noncurrent assets), deferred tax
liability, additional paid in capital and retained earnings:
(in
Thousands)
|
|
Net
Increase (Decrease)
|
|
|
|
Long
-Term
Debt
|
|
|
Debt
Issuance Costs
|
|
|
Deferred
Tax Liability
|
|
|
Additional
Paid In Capital
|
|
|
Retained
Earnings
|
|
Allocation
of long term debt proceeds and issuance costs to equity component on
issuance date
|
|
$
|
(29,261
|
)
|
|
$
|
(1,018
|
)
|
|
$
|
11,015
|
|
|
$
|
17,228
|
|
|
$
|
-
|
|
Cumulative
retrospective impact from amortization of discount on liability
component and debt issuance costs
|
|
|
3,414
|
|
|
|
204
|
|
|
|
(1,252
|
)
|
|
|
-
|
|
|
|
(1,958
|
)
|
Cumulative
retrospective impact at January 1, 2007
|
|
|
(25,847
|
)
|
|
|
(814
|
)
|
|
|
9,763
|
|
|
|
17,228
|
|
|
|
(1,958
|
)
|
Retrospective
impact from amortization of discount on liablity component and debt
issuance costs during the year
|
|
|
3,595
|
|
|
|
182
|
|
|
|
(1,331
|
)
|
|
|
-
|
|
|
|
(2,082
|
)
|
Cumulative
retrospective impact at December 31, 2007
|
|
$
|
(22,252
|
)
|
|
$
|
(632
|
)
|
|
$
|
8,432
|
|
|
$
|
17,228
|
|
|
$
|
(4,040
|
)
|
The
adoption of FSP No. APB 14-1 also resulted in increased interest expense of
approximately $3.7 million in 2008, $3.4 million in 2007 and $3.1 million in
2006 and decreased net income by $2.3 million in 2008, $2.1 million in 2007 and
$1.9 million in 2006. The retrospective impact to earnings per share was a
decrease of $0.09 in 2008, $0.08 in 2007 and $0.07 in 2006.
As of
December 31, 2008 and 2007, long-term debt and the equity component (recorded in
additional paid in capital, net of income tax benefit) associated with the
Notes, retrospectively changed in accordance with FSP No. APB 14-1, comprised
the following (in thousands):
|
|
December
31, 2008
|
|
|
December
31, 2007
|
|
Long-term
debt
|
|
|
|
|
|
|
Principal
amount
|
|
$
|
121,000
|
|
|
$
|
121,000
|
|
Unamortized
discount
|
|
|
(18,369
|
)
|
|
|
(22,252
|
)
|
Net
carrying amount
|
|
$
|
102,631
|
|
|
$
|
98,748
|
|
|
|
|
|
|
|
|
|
|
Equity
component, net of income tax benefit
|
|
$
|
17,228
|
|
|
|
17,228
|
|
As
required by FSP No. APB 14-1, the Company has revised the presentation of its
convertible debt, capitalized debt issuance costs and related interest expense
associated with the Notes to reflect these changes and has retrospectively
adjusted all comparative prior period information in the 2008 Form 10-K on this
basis. The Company is filing this Current Report on Form 8−K to
reflect the impact of the adoption of this standard on previously issued
financial statements. This will permit the Company to incorporate these
financial statements by reference in future SEC filings. The impact
of the adoption of this standard is reflected and is set forth in the following
sections of the Companys 2008 Form 10−K, which as revised are included as
Exhibit 99.1 to this Current Report on Form 8-K.
|
Part
II, Item 6. Selected Consolidated Financial
Data,
|
|
Part
II, Item 7. Managements Discussion and Analysis of Financial
Condition and Results of Operations,
|
|
|
|
Part
II, Item 8. Financial Statements and Supplementary
Data
|
|
Part
IV, Item 15(a). Financial Statements
and
|
|
Exhibit
12. Calculation of Ratio of Earnings to Fixed
Charges.
|
As this
Current Report on Form 8-K is being filed only for the purpose described above,
and only affects the Items specified above, the other information in the
Companys 2008 Form 10-K remains unchanged. No attempt has been
made in this Current Report on Form 8-K to modify or update disclosures in the
Companys 2008 Form 10-K except as described above. This Current
Report on Form 8-K does not reflect events occurring after the filing of the
Companys 2008 Form 10-K or modify or update any related
disclosures. Information in the Companys 2008 Form 10-K not affected
by this Current Report on Form 8-K is unchanged and reflects the disclosure made
at the time of the filing of the original Companys 2008 Form 10-K with the
Securities and Exchange Commission on February 24, 2009. Accordingly,
this Current Report on Form 8-K should be read in conjunction with the Companys
2008 Form 10-K and the Companys filings made with the Securities and Exchange
Commission subsequent to the filing of the Companys 2008 Form 10-K, including
any amendments to those filings.
Item
9.01
|
Financial
Statements and Exhibits.
|
Exhibit
Number
|
Description
|
23
|
Consent
of Independent Registered Public Accounting Firm.
|
99.1
|
The
following portions of Ceradynes Annual Report on Form 10-K for the fiscal
year ended December 31, 2008, updated to reflect the retrospective
implementation of Financial Accounting Standards Board Staff Position No.
APB 14-1: Item 6 (Selected Consolidated Financial Data), Item 7
(Managements Discussion and Analysis of Financial Condition and Results of
Operations), Item 8 (Financial Statements and Supplementary Data), Item
15(a) (Financial Statements), and Exhibit 12 (Calculation of Ratio of
Earnings to Fixed Charges).
|
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.
|
June
12, 2009
|
By:
|
/s/ Jerrold J. Pellizzon
|
|
|
Jerrold
J. Pellizzon
|
|
|
Chief
Financial Officer and Secretary
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EXHIBIT
INDEX
Exhibit
Number
|
Description
|
23
|
Consent
of Independent Registered Public Accounting Firm.
|
99.1
|
The
following portions of Ceradynes Annual Report on Form 10-K for the fiscal
year ended December 31, 2008, updated to reflect the retrospective
implementation of Financial Accounting Standards Board Staff Position No.
APB 14-1: Item 6 (Selected Consolidated Financial Data), Item 7
(Managements Discussion and Analysis of Financial Condition and Results of
Operations), Item 8 (Financial Statements and Supplementary Data), Item
15(a) (Financial Statements), and Exhibit 12 (Calculation of Ratio of
Earnings to Fixed Charges).
|
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