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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
FEBRUARY 21, 1997
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Date of Report (Date of earliest event reported)
CATALYTICA, INC.
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(Exact name of Registrant as specified in its charter)
Delaware 000-20966 94-2262240
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
430 Ferguson Drive
Mountain View, California 94043
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(Address of principal executive offices)
(415) 960-3000
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(Registrant's telephone number, including area code)
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Item 5. OTHER EVENTS
In response to recent trading activity in the Company's Common Stock,
the Company has attached a copy of its news release dated February 5, 1997
herewith (the "News Release"). As stated in the News Release, the completion
of the acquisition described therein (the "Acquisition") is subject to a
number of risks and uncertainties, including the following: (i) completion of
the negotiation of definitive documents, including an asset purchase agreement
and long term supply contracts for chemical, final dosage and sterile
products; (ii) completion of the due diligence review by the Company and its
equity and debt financing sources; (iii) completion of the negotiation of the
terms of the substantial equity and debt financings required to consummate the
Acquisition; and (iv) receipt of certain regulatory approvals and consents,
including stockholder approval. Terms of the equity financing are expected to
be structured to reflect the valuation of the Company's businesses prior to
the announcement of the Acquisition. Terms of the debt financing are expected to
be structured to reflect anticipated payments under the supply contracts.
Further, as stated in the News Release, if the Acquisition is completed,
Catalytica's future operation of the facility involves additional risks and
uncertainties.
This document and the News Release contain forward looking statements
regarding the Acquisition and the future performance of Catalytica, both of
which are subject to a number of risks and uncertainties including, the risks
and uncertainties stated above and the risks and uncertainties stated in the
News Release. Investors are encouraged to review the News Release attached as
Exhibit 99.1 hereto, and Catalytica's Form 10-K for the year ended December
31, 1995 (Part II, Item 7) and Form 10-Q for the periods ended March 31, 1996,
June 30, 1996, and September 30, 1996 for a more complete discussion of
factors that could affect Catalytica's future performance.
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Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99.1 The Company's News Release Dated February 5, 1997.
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SIGNATURE
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.
CATALYTICA, INC.
Dated: February 21, 1997 By: /s/ LAWRENCE W. BRISCOE
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Name: Lawrence W. Briscoe
Title: Vice President Finance and
Administration and Chief
Financial Officer
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EXHIBIT INDEX
Exhibit Description
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99.1 THE COMPANY'S NEWS RELEASE DATED FEBRUARY 5, 1997.
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EXHIBIT 99.1
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NEWS RELEASE
CONTACTS:
FINANCIAL: INDUSTRY AND MEDIA:
Lawrence W. Briscoe Jane Sutton
Chief Financial Officer Catalytica Fine Chemicals, Inc.
Catalytica, Inc. 415-940-6253
415-940-6370
Peter Salwen
Salwen Business Communications
212-242-5546
FOR IMMEDIATE RELEASE
CATALYTICA TO BUY GLAXO WELLCOME PHARMACEUTICAL PLANT IN GREENVILLE, N.C.
MOUNTAIN VIEW, CA, February 5, 1997 -- Catalytica, Inc. (Nasdaq: CTAL) and Glaxo
Wellcome Inc. announced today that they had signed a letter of intent for
Catalytica to acquire Glaxo Wellcome's pharmaceutical production facility in
Greenville, North Carolina as part of its expansion plans for its subsidiary,
Catalytica Fine Chemicals, Inc.
The proposed agreement calls for Catalytica to purchase all of the
buildings and equipment at the 1.8 million-square-foot facility, as well as the
600 acres of land on which it is situated. Under the agreement, Catalytica will
enter into a manufacturing contract to supply designated Glaxo Wellcome
prescription products with a potential revenue to Catalytica estimated at $800
million over five years. The portion of the plant's capacity not required by
the Glaxo supply agreement is expected to be used to fill orders for
prescription products, bulk actives, and intermediates from other partners and
customers, including: Pfizer, Merck, Pharmacia & Upjohn and Novartis.
Under the terms of the proposed transaction, Catalytica will pay Glaxo
Wellcome an undisclosed amount. The acquisition will be financed by a
combination of an equity investment in Catalytica by Morgan Stanley Capital
Partners and debt from a major global financial institution. In addition, Glaxo
Wellcome will receive a minority equity stake in Catalytica Fine Chemicals. The
agreement also provides for Glaxo Wellcome to receive a share of the profits
from Catalytica's production of medicines in the Greenville site's sterile
products facility.
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CATALYTICA TO BUY GLAXO WELLCOME
PHARMACEUTICAL PLAN IN GREENVILLE, N.C. 3-3-3-3
Morgan Stanley Capital Partners is the private equity unit of Morgan
Stanley Group Inc. (NYSE: MS), the global financial services firm. Consistent
with its strategy of building a long-term private equity investment portfolio,
Morgan Stanley Capital Partners has sponsored more than $3.2 billion of equity
investments during the past 10 years in over 50 separate industrial and service
companies around the world, with total underlying assets of approximately $23
billion.
This new release contains forward-looking statements regarding the
transaction which is subject to completion of definitive documentation, due
diligence, financing arrangements and regulatory approvals and consents, and if
completed as to Catalytica's future operation of the facility which involves
risks and uncertainty, including without limitation product development delays,
changes in demand for Catalytica's products, changes in environmental
regulations, the impact of FDA and other regulations on fine chemical
manufacturing, and competition from pharmaceutical companies that product their
own fine chemicals and from other fine chemical manufacturers. Investors are
encouraged to review Catalytica's Form 10-K for the year ended December 31, 1995
(Part II, Item 7) and Form 10-Q for the periods ended March 31, 1996, June 30,
1996, and September 30, 1996 for a more complete discussion of factors that
could affect Catalytica's future performance.
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Catalytica Web address: http://www.catalytica-inc.com
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