UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(EDGAR Filing Version)*
Under the Securities Exchange Act of 1934
CATALYTICA, INC.
(Name of Issuer)
COMMON STOCK
$.001 PAR VALUE
(Title of Class of Securities)
148885-106
(CUSIP Number)
MITSUBISHI OIL CO., LTD.
(Name of Persons Filing Statement)
Masafumi Kishi Richard A. Drucker
Mitsubishi Oil Co., Ltd. Davis Polk & Wardwell
2-4, Toranomon 1-chome Tokio Kaijo Building -
Minato-ku, Tokyo 105 Shinkan (10F)
Japan 1-2-1 Marunouchi
Tel. No.:(81)(3)3595-7663 Chiyoda-ku, Tokyo 100
Japan
Tel. No.:(81)(3)3201-8421
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
February 16, 1993
(Date of Event which Requires Filing of
this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this statement because of Rule 13d-1(b)(3) or (4), check the following:
[ ].
Check the following box if a fee is being paid with this statement: [X].
- ----------
* Explanatory Note: The EDGAR version of this Schedule 13D (the original
version of which was filed on February 26, 1993) is being filed pursuant to
Rule 101(a)(2)(ii) of Regulation S-T. An amendment to this schedule 13D
is being filed simultaneously herewith.
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 148885-106 | | Page 2 of ______ Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON...........................................|
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | |
| | Mitsubishi Oil Co., Ltd. |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
| | _ |
| | (a) |_| |
| | _ |
| | (b) |x| |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
| | |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | WC |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(E) |_| |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | Japan |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | 1,536,099 shares of Common Stock |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | None |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | 1,536,099 shares of Common Stock |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | None |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 1,536,099 shares of Common Stock |
|____|____________________________________________________________________|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 10.5% of Common Stock |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | CO |
|____|____________________________________________________________________|
* SEE INSTRUCTIONS BEFORE FILLING OUT!
Item 1. Security and Company.
The class of equity securities to which this statement relates
is the Common Stock, $.001 par value per share (the "Shares"), of Catalytica,
Inc., a Delaware corporation (the "Company"). The principal executive offices
of the Company are located at 430 Ferguson Drive, Building 3, Mountain View,
California 90043.
Item 2. Identity and Background.
The name of the person filing this statement is Mitsubishi Oil
Company, Ltd., a Japanese corporation ("Buyer").
The address of the principal business and the principal office
of Buyer is 2-4, Toranomon 1-chome, Minato-ku, Tokyo 105, Japan. The name,
business address, present principal occupation or employment, and citizenship
of each director and executive officer of Buyer is set forth on Schedule A.
Buyer's principal business is the importation, refinement and
distribution of oil, petroleum and petrochemical products.
During the last five years, neither Buyer, nor any other person
controlling Buyer nor, to the best of its knowledge, any of the persons listed
on Schedule A attached hereto, has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or has been a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or
finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Buyer purchased 780,397 shares of the Company's Series F
Preferred Stock (the "Preferred Stock"), which immediately converted into
1,536,099 Shares in connection with Company's initial public offering. The
purchase price for the Preferred Stock was $10,000,007.15. Such price was
funded through internally generated funds.
Item 4. Purpose of Transaction.
On December 10, 1992, Buyer and the Company entered into a
stock purchase agreement (the "Stock Purchase Agreement"), a copy of which is
attached hereto as Exhibit 1 and incorporated herein by reference. On
February 16, 1993, the transactions contemplated by the Stock Purchase
Agreement, including the purchase by Buyer of the Preferred Stock, and the
immediate conversion of the Preferred Stock into the Shares, were consummated.
Buyer has acquired the Shares for investment. Buyer intends
to review from time to time the Company's business affairs and financial
position. Based on such evaluation and review, and subject to the terms of
the Stock Purchase Agreement and general economic and industry conditions
existing from time to time, Buyer may consider various alternative courses
of action. Such actions may include the acquisition of additional Shares
through open market purchases, privately negotiated transactions, tender
offer, exchange offer or otherwise. Alternatively, such actions may
involve the sale of all or a portion of the Shares in the open market, in
privately negotiated transactions, through a public offering or otherwise.
Except as set forth below, Buyer has no plan or proposals which relate to
or would result in any of the transactions described in subparagraphs (a)
through (j) of Item 4 of Schedule 13D.
Buyer has certain rights under the Stock Purchase Agreement.
The provisions of the Stock Purchase Agreement summarized below are qualified
in their entirety by reference to the Stock Purchase Agreement.
Board Representation. Pursuant to the Stock Purchase
Agreement, a representative of Buyer will be appointed to the Company's Board
of Directors at the first meeting after February 16, 1993. Prior to such
appointment, the Company must amend its bylaws to increase the number of its
Directors.
Buyer Right of First Refusal. Pursuant to the Stock Purchase
Agreement, until December 10, 1999, Buyer has a right of first refusal,
subject to certain exceptions, to purchase additional shares of capital stock
or securities convertible into capital stock to maintain its percentage equity
ownership in the Company.
Item 5. Interest in Securities of the Company.
(a) Buyer has acquired and, for the purpose of Rule 13d-3
promulgated under the Exchange Act, beneficially owns 1,536,099 Shares,
representing approximately 10.5% of the outstanding Shares of the Company.
Except as set forth in this Item 5(a), neither Buyer, nor any
other person controlling Buyer, nor, to the best of its knowledge, any persons
named in Schedule A hereto owns beneficially any Shares.
(b) Buyer has sole power to vote and to dispose of 1,536,099
Shares.
(c) No transactions in the Shares, other than as set forth in
Item 5(a), have been effected since the date 60 days prior to the date hereof,
by Buyer, any controlling person of Buyer or, to the best of its knowledge,
any of the persons named in Schedule A.
(d) Inapplicable.
(e) Inapplicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Company.
In addition to the Stock Purchase Agreement, Buyer and the
Company have entered into a Technical Cooperation Agreement dated as of
December 10, 1992 (the "Technical Cooperation Agreement"). Buyer, the Company
and certain other shareholders of the Company have also entered into a
Registration Rights Agreement dated as of January 7, 1993 (the "Registration
Rights Agreement"). Copies of the form of the Registration Rights
Agreement and the Technical Cooperation Agreement are attached hereto as
Exhibits C and F, respectively, of Exhibit 1 hereto and incorporated herein
by reference.
The Stock Purchase Agreement, the Registration Rights Agreement
and the Technical Cooperation Agreement contain provisions relating to the
transfer and voting of the Shares. These provisions are summarized below, but
are qualified in their entirety by reference to the Stock Purchase Agreement,
the Registration Rights Agreement and the Technical Cooperation Agreement.
Voting Agreement. Pursuant to the Stock Purchase Agreement,
Buyer agrees to be present in person or by proxy at all meetings of the
shareholders of the Company and to vote its shares in favor of management's
nominees to the Board of Directors, provided that Buyer is not restricted from
selecting and exercising its right to elect to the Company's Board of
Directors such number of directors (including its designee) as Buyer would be
able to elect under cumulative voting.
Company's Right of First Refusal. Subject to certain
exceptions, so long as Buyer owns over 5% of the outstanding shares of the
Company's stock, the Company has the right of first refusal, subject to
certain exceptions, to purchase shares of stock which Buyer elects to sell or
otherwise transfer, if following such sale or transfer, the transferee would
own over 5% of the Company's stock.
Buyer's Right of First Refusal. In addition, until December
10, 1999, Buyer has a right of first refusal, subject to certain exceptions,
to purchase additional shares of capital stock or securities convertible into
capital stock to maintain its percentage ownership in the Company.
Buyer's Limitation on Ownership. Buyer has also agreed that
until December 10, 1999, it will not acquire over 20% of the aggregate
outstanding stock of the Company without the written consent of the Company.
Market Stand-Off. Buyer has further agreed that it will not
sell or otherwise dispose of (other than to an affiliate of Buyer who agrees
to be similarly bound) any Shares until August 7, 1993.
Board Representation. Pursuant to the Stock Purchase
Agreement, until the earlier of (i) December 10, 1999 or (ii) such time as
Buyer ceases to own 80% of the Shares or the Technical Cooperation Agreement
is no longer in effect, the Company is required to include one nominee chosen
by Buyer in its slate of nominees recommended by the Board of Directors for
election as directors of the Company and to use its best efforts to cause the
Company's directors and management to vote shares as to which any of them hold
proxies or are otherwise entitled to vote in favor of the election of Buyer's
designee.
Registration Rights. Subject to the terms of the Stock
Purchase Agreement, Buyer is entitled to certain rights with respect to the
registration of its Shares under the Securities Act of 1933, as amended,
for the purposes of making secondary sales of the Shares. Pursuant to the
terms of the Registration Rights Agreement, holders of at least 50% of the
registrable shares of the Company (including Buyer's Shares) may request,
subject to certain limitations, that the Company use its best efforts to
register the securities for public resale. The holders may request such
registration on not more that five occasions and the Company may, upon
giving public notice to the holders, defer such registration for up to six
months after the effective date of any public offering, In addition, under
the terms of the Registration Rights Agreement, if the Company proposes to
register any of its securities under the Securities Act, either for its own
account or the account of other security holders exercising registration
rights, the holders are entitled to notice of such registration and are
entitled to include shares of common stock therein; provided, among other
conditions, that the underwriters of any offering have the right to limit
the number of shares included in such registration. In addition, the
stockholders holding these rights, including Buyer, may require the Company
to file registration statements on Form S-3 under the Securities Act with
respect to such shares so long as the anticipated aggregate price to the
public of any such registration statement would exceed $500,000. The
Company is required to use its best efforts to effect such registration,
subject to certain conditions and limitations, including, but not limited
to, applicable securities laws.
Technical Cooperation Agreement. Concurrently with the Stock
Purchase Agreement, the Company entered into the Technical Cooperation
Agreement with Buyer, pursuant to which the Company will provide certain
advice with regard to research activities and projects of Buyer and has agreed
to have up to two individuals from Buyer serve at the Company in various
research capacities. The parties will meet regularly to review research
strategies and directions and to investigate potential future collaborative
research and development projects. The Technical Cooperation Agreement has a
term of 10 years; however, the Company may terminate it sooner if Buyer
ceases to own at least 80% of the Shares.
Except for the Stock Purchase Agreement, the Registration
Rights Agreement and the Technical Cooperation Agreement described above, to
the best knowledge of Buyer, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) between the persons
enumerated in Item 2, and any other person, with respect to any securities of
the Company, including, but not limited to, transfer or voting of any of the
securities, finder's fees, joint ventures, loan or option arrangements, puts
or calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
Item 7. Material to be Filed as Exhibits.
Exhibit 1: Stock Purchase Agreement dated as of December 10, 1992
between the Company and Buyer
Exhibit C of Exhibit 1: Form of Registration Rights
Agreement dated as of January 7,
1993 among the Company, Buyer and
certain other shareholders of the
Company
Exhibit F of Exhibit 1: Form of Technical Cooperation
Agreement dated as of December 10,
1992 between the Company and Buyer
SIGNATURES
After reasonable inquiry and to the best knowledge and belief
of the undersigned, the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Date: February 22, 1993
MITSUBISHI OIL CO., LTD.
By: /s/ Masafumi Kishi
---------------------------
Name: Masafumi Kishi
Title: Managing Director
Schedule A
DIRECTORS AND EXECUTIVE OFFICERS OF MITSUBISHI OIL CO., LTD.
The name, business address, title and present principal
occupation of each of the directors and executive officers of Mitsubishi Oil
Co., Ltd. ("Buyer") are set forth below. If no business address is given the
director's or officer's business address is Buyer's address. Unless otherwise
indicated, each occupation set forth opposite an individual's name refers to
Buyer. All of the persons listed below are citizens of Japan.
Name and Present Principal
Business Address Occupation
- -------------------------------- --------------------------------------
Kiyoshi Ishikawa . . . . . . . . Director and Chairman of the Board
Kikuo Yamada . . . . . . . . . . Director and President
Sumio Furukawa . . . . . . . . . Director and Executive Vice President
Masakado Matsueda . . . . . . . Director and Executive Vice President
Shotaro Fukano . . . . . . . . . Managing Director
Fumihiro Nakagawa . . . . . . . Managing Director
Nobuyuki Nakama . . . . . . . . Managing Director
Yoshihiko Izumitani . . . . . . Managing Director
Kohei Yamaguchi . . . . . . . . Managing Director
Masafumi Kishi . . . . . . . . . Managing Director
Shinroku Morohashi . . . . . . . Director
Yoichi Takashima . . . . . . . . Director
Tadayuki Hattori . . . . . . . . Director
Shigeru Yamada . . . . . . . . . Director
Hiroshi Senda . . . . . . . . . Director
Shozo Hosomura . . . . . . . . . Director
Masayuki Matsushita . . . . . . Director
Fumitoshi Nakamura . . . . . . . Director
Osamu Iwata . . . . . . . . . . Director
Yoshindo Tomoi . . . . . . . . . Director
Yoshitaka Mutoh . . . . . . . . Director
Katsuichi Nakamura . . . . . . . Director
Takanori Ogino . . . . . . . . . Director
Satoru Mochizuki . . . . . . . . Director
