<PAGE>
As filed with the Securities and Exchange Commission on September 24, 1999
Registration No. ______________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act Of 1933
CATALYTICA, INC.
(Exact name of issuer as specified in its charter)
______________________
DELAWARE 94-2262240
-------------------- --------------------
(State of Incorporation) (I.R.S. Employer Identification Number)
430 Ferguson Drive
Mountain View, CA 94043-5272
(Address, including zip code, of Registrant's Principal Executive Offices)
______________________
WYCKOFF CHEMICAL COMPANY, INC. 1993 STOCK OPTION PLAN
WYCKOFF CHEMICAL COMPANY, INC. STOCK BONUS PLAN
(Full Title of Plan)
______________________
Dr. Ricardo B. Levy
President and Chief Executive Officer
Catalytica, Inc.
430 Ferguson Drive
Mountain View, CA 94043-5272
(650) 960-3000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
______________________
Copy to:
Barry E. Taylor, Esq.
Wilson Sonsini Goodrich & Rosati,
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304
(650) 493-9300
______________________
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=================================================================================================================================
Proposed Proposed
Amount Maximum Maximum
Title of Securities to be Offering Price Aggregate Amount of
to be Registered Registered(1) Per Share Offering Price Registration Fee
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock of the Registrant to be issued
upon exercise of options granted under the
Wyckoff Chemical Company, Inc. 1993 Stock
Option Plan....................................... 463,956 shares $ 5.80(2) $2,690,945 $ 748.08
Common Stock of the Registrant to be issued
pursuant to rights granted under the Wyckoff
Chemical Company, Inc. Stock Bonus Plan........... 2,718 shares $16.063(3) $ 43,659 $ 12.14
- ---------------------------------------------------------------------------------------------------------------------------------
TOTALS: 466,674 shares $21.863 $2,734,604 $ 760.22
=================================================================================================================================
</TABLE>
(1) This Registration Statement shall also cover any additional shares of
common stock which become issuable upon exercise of options granted under
the Wyckoff Chemical Company, Inc. 1993 Stock Option Plan (the "1993 Plan")
and pursuant to rights granted under the Wyckoff Chemical Company, Inc.
Stock Bonus Plan (the "Bonus Plan") (collectively, the "Plans") by reason
of any stock dividend, stock split, recapitalization or other similar
transaction effected without the receipt of consideration which results in
an increase in the number of the outstanding shares of common stock of the
Registrant.
(2) Computed in accordance with Rule 457(h)(1) under the Securities Act of
1933, as amended (the "Securities Act"), solely for the purpose of
calculating the registration fee. With respect to shares subject to
outstanding options to purchase common stock under the 1993 Plan, the
proposed maximum offering price per share is equal to the weighted average
exercise price of $5.80 per share.
(3) Computed in accordance with Rule 457(c) under the Securities Act, solely
for the purpose of calculating the registration fee. With respect to shares
issuable pursuant to rights under the Bonus Plan, the proposed maximum
offering price per share is $16.063, based on the closing price of the
Registrant's Common Stock on September 20, 1999.
================================================================================
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
There are hereby incorporated by reference into this Registration Statement
the following documents and information heretofore filed with the Securities and
Exchange Commission (the "Commission") by Catalytica, Inc., a Delaware
corporation ("Catalytica" or "Registrant"):
1. The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998, filed on March 30, 1999.
2. The Registrant's Quarterly Reports on Form 10-Q for the fiscal
quarters ended March 31, 1999 and June 30, 1999, filed on May 14, 1999
and August 13, 1999, respectively.
3. The Registrant's Proxy Statement on Schedule 14A filed on April 30,
1999.
4. The Registrant's Registration Statement on Form 8-A relating to the
Registrant's Common Stock which became effective on February 8, 1993,
as amended on November 19, 1996 and July 29, 1997, and any amendment
or report filed for the purpose of updating such description.
5. The Registrant's Amendment No. 1 to the Registration Statement on Form
S-4 relating to the acquisition of Wyckoff, filed on August 19, 1999.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date of this Registration Statement and
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference into this
Registration Statement and to be part hereof from the date of filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Certificate of Incorporation
Article 10 of Catalytica's certificate of incorporation provides that, to
the fullest extent permitted by Delaware law, as the same now exists or may
hereafter be amended, a director shall not be personally liable to the
corporation or its shareholders for monetary damages for breach of fiduciary
duty as a director. Delaware law provides that directors of a corporation will
not be personally liable for monetary damages for breach of their fiduciary
duties as directors, except for liability:
II-1
<PAGE>
. for any breach of their duty of loyalty to the corporation or its
shareholders,
. for acts or omissions not in good faith or that involve intentional
misconduct or a knowing violation of law,
. for unlawful payments of dividends or unlawful stock repurchases or
redemptions as provided in Section 174 of the Delaware General
Corporation Law, or
. for any transaction from which the director derived an improper
personal benefit.
Bylaws
Article VI of Catalytica's bylaws provides that Catalytica: (1) will
indemnify any person who was or is a party to any proceeding, whether civil,
criminal, administrative or investigative, arising out of the fact that he was
or is an agent of Catalytica and by reason of the fact that he is or was a
director or officer of the corporation or a predecessor corporation, or is or
was serving at the request of the corporation as a director or officer of
another corporation, partnership, joint venture, trust or other enterprise, and
(2) may indemnify any person who was or is a party to any proceeding, whether
civil, criminal, administrative or investigative, arising out of the fact that
he was or is an agent of Catalytica, other than an action by or in the right of
the corporation by reason of the fact that he
. is or was an employee or agent of the corporation or a predecessor
corporation, or
. is or was serving at the request of the corporation as an employee or
agent of another corporation, partnership, joint venture, trust or
other enterprise,
against expenses, including attorneys' fees, judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with the
proceeding.
Catalytica's bylaws also permit Catalytica to secure insurance on behalf of
any officer, director, employee or other agent for any liability arising out of
his or her actions in such capacity, regardless of whether the provisions of
Delaware law would permit indemnification. Catalytica currently maintains
liability insurance for its officers and directors.
Catalytica has entered into agreements to indemnify its directors and
officers, in addition to the indemnification provided for in Catalytica's
certificate of incorporation and bylaws. These agreements, among other things,
indemnify Catalytica's directors and officers for certain expenses incurred by
any such person in any action or proceeding, including any action by or in the
right of Catalytica, arising out of such person's services as a director or
officer of Catalytica, any subsidiary of Catalytica or any other company or
enterprise to which the person provides services at the request of Catalytica.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Wyckoff Chemical Company, Inc. 1993 Stock Option Plan.
4.2 Wyckoff Chemical Company, Inc. Stock Bonus Plan.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation, with
II-2
<PAGE>
respect to the legality of the securities being registered.
23.1 Consent of Counsel (contained in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, Independent Auditors.
23.3 Consent of PricewaterhouseCoopers LLP, Independent
Accountants.
23.4 Consent of BDO Seidman, LLP, Independent Accountants.
24.1 Power of Attorney (see the signature page hereto).
ITEM 9. UNDERTAKINGS.
(a) The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not previously
disclosed in this Registration Statement or any material change to such
information in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended (the "Securities Act"), each such post-
effective amendment shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 (the "Exchange Act") (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that
is incorporated by reference into this Registration Statement shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Mountain View, State of California, on September 23,
1999.
CATALYTICA, INC.
By: /s/ Dr. Ricardo B. Levy
----------------------------------
Dr. Ricardo B. Levy, President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Ricardo B. Levy and Lawrence J. Briscoe,
jointly and severally, his or her attorneys-in-fact, each with the power of
substitution, for him or her in any and all capacities, to sign any amendments
(including post-effective amendments) to this Registration Statement on Form S-8
and to file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that each of said attorneys-in-fact, or his or her substitute or
substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
Signature Title Title
--------- ----- -----
<S> <C> <C>
/s/ Dr. Ricardo B. Levy President, Chief Executive Officer and Director September 23, 1999
- ------------------------------------ (Principal Executive Officer)
Dr. Ricardo B. Levy
/s/ Lawrence J. Briscoe Vice President, Finance and Administration and September 23, 1999
- ------------------------------------ Chief Financial Officer (Principal Financial and
Lawrence J. Briscoe Accounting Officer)
Chairman of the Board of Directors and Chief September __, 1999
- ------------------------------------ Strategic Officer
James A. Cusamano
/s/ Richard Fleming Director September 23, 1999
- ------------------------------------
Richard Fleming
/s/ Alan Goldberg Director September 23, 1999
- ------------------------------------
Alan Goldberg
/s/ Howard I. Hoffen Director September 23, 1999
- ------------------------------------
Howard I. Hoffen
/s/ Ernest Mario Director September 23, 1999
- ------------------------------------
Ernest Mario
/s/ John A. Urquhart Director September 23, 1999
- ------------------------------------
John A. Urquhart
</TABLE>
II-4
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description
- ------ -----------
4.1 Wyckoff Chemical Company, Inc. 1993 Stock Option Plan.
4.2 Wyckoff Chemical Company, Inc. Stock Bonus Plan.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation, with respect to the legality of the securities being
registered.
23.1 Consent of Counsel (contained in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, Independent Auditors.
23.3 Consent of PricewaterhouseCoopers LLP, Independent Accountants.
23.4 Consent of BDO Seidman, LLP, Independent Accountants.
24.1 Power of Attorney (See page 5).
<PAGE>
EXHIBIT 4.1
WYCKOFF CHEMICAL COMPANY, INC.
1993 STOCK OPTION PLAN
----------------------
1. Establishment of Plan. Wyckoff Chemical Company, Inc. ("Wyckoff") proposes
---------------------
to grant to its directors, corporate officers, and other employees options
to purchase shares of Wyckoff's Common Stock, $82.00 stated value ("Common
Stock"). The options will be granted pursuant to the plan set forth herein
and known as the WYCKOFF CHEMICAL COMPANY, INC. 1993 STOCK OPTION PLAN (the
"Plan").
2. Purpose of Plan. The purpose of the Plan is to provide directors,
---------------
officers, and employees of Wyckoff with an increased incentive to make
significant and extraordinary contributions to the long-term performance
and growth of Wyckoff, to join the interests of directors, officers, and
employees with the interests of Wyckoff shareholders through the
opportunity for increased stock ownership, and to attract and retain
directors, officers, and employees of exceptional ability. It is intended
that certain options granted under this Plan to officers and employees of
Wyckoff ("Employees'), may not qualify and that certain of such options may
qualify as incentive stock options, as defined in Section 422(b) of the
Internal Revenue Code of 1986, as amended (the "Code"), and the terms of
the Plan shall be interpreted in accordance with the intention stated in
the option agreement. It is acknowledged that options granted to non-
Employee directors of Wyckoff will not qualify as incentive stock options.
3. Shares Subject to Plan. A maximum of 35,000 shares of Common Stock
----------------------
(subject to adjustment in accordance with Paragraph 14 below) may be
subject to the exercise of options granted under the Plan. Such shares
shall be authorized and unissued shares. If an option is canceled,
surrendered, modified, exchanged for a substitute option, or expires or
terminates during the term of the Plan but prior to the exercise of the
option in full, the shares subject to but not delivered under such option
shall be available for options subsequently granted.
4. Administration by Committee. The Plan shall be administered by a Stock
---------------------------
Option Committee (the "Committee"), consisting of at least two members
appointed by the Board of Directors. Until the Board of Directors
determines otherwise, the Compensation Committee shall serve as the Stock
Option Committee. All Committee members shall be disinterested directors
qualified to serve pursuant to Rule 16b-3 under Section 16 of the
Securities Exchange Act of 1934, as amended from time to time. The
Committee shall determine the persons to be granted options, the amount of
stock to be optioned to each such person, and the terms of the options to
be granted. Options shall be granted by the Committee and may be amended
by the Committee consistent with the Plan, provided that no such amendment
may become effective without the consent of the optionee except to the
extent that such amendment operates solely for the benefit of the optionee.
The Committee shall have full power and authority to interpret the
provisions of the Plan and to supervise the administration of the Plan.
All determinations and selections made by the Committee regarding the Plan
shall be final and conclusive. The Committee shall hold its meetings at
such times and places
<PAGE>
as it shall deem advisable. Action may be taken by a written instrument
signed by all of the members of the Committee, and any action so taken
shall be fully as effective as if it had been taken at a meeting duly
called and held. The Committee may designate one of its members to sign
options on behalf of the Committee and may appoint a secretary to keep
minutes of its meetings. The Committee shall make such rules and
regulations for the conduct of its business as it shall deem advisable. The
members of the Committee shall be paid reasonable fees for their services.
5. Non-Employee Director Option Grants. Options for 540 shares shall be
-----------------------------------
granted to non-employee directors on May 1 of 1993, and no discretionary
options shall be granted to such directors under the Plan. The price shall
be 100% of the market value as of the date of the grant. The options shall
be for a term of ten years and shall become exercisable as follows: 1/3 on
and after six months following the date of grant, 2/3 on and after May 1,
1994 and the entire option on and after May 1, 1995. Any new non-employee
director elected or appointed shall receive, as of the date of his or her
election or appointment, an option for 540 shares. The option price for
such new director shall be the higher of the market value as of the date of
the grant or the market value as of May 1, 1993. These formula grant
provisions may be amended by the Board of Directors from time to time but
not more than once in any six month period except as necessary or desirable
to comply with any federal or state securities law.
6. Indemnification of Committee Members. Each person who is or shall have
------------------------------------
been a member of the Committee shall be indemnified and held harmless by
Wyckoff from and against any cost, liability, or expense imposed or
incurred in connection with such person's or the Committee's taking or
failing to take any action under the Plan. Each such person shall be
justified in relying on information furnished in connection with the Plan's
administration by any appropriate person or persons.
7. Eligibility. Only directors or corporate officers and other employees of
-----------
Wyckoff or any of its subsidiaries shall be eligible to participate in the
Plan. The Committee shall determine whether or not a given individual is
eligible to participate in the Plan. A person who has been granted an
option under this Plan or any other stock option plan of Wyckoff may be
granted additional options. The term "subsidiary corporation" shall, for
purposes of this Plan, be defined in the same manner as such term is
defined in Section 425 of the Code.
8. Option Price. The per share option price shall be no less than 100% of the
------------
fair market value on the date of grant determined by the Committee in a
reasonable manner. The date of grant of an option shall be the date as of
which the option is authorized by the Committee. In the event that Wyckoff
Common Stock is designated for trading on the NASDAQ National Market System
or on a stock exchange, fair market value on the granting date shall be
equal to the last sale price reported on the NASDAQ system or on the
exchange on the last preceding date for which NASDAQ or the exchange
reported prices. In the event Wyckoff Common Stock is not designated for
trading on the National Market System or any stock exchange, but is traded
and reported on NASDAQ, fair market value on the granting date
-2-
<PAGE>
shall be equal to the mean between the bid and asked prices reported on the
NASDAQ system on the last preceding date for which NASDAQ reported prices.
9. Incentive Stock Options Granted to Ten Percent Shareholders. No option
-----------------------------------------------------------
granted to any person, who at the time of such grant owns, or is deemed to
own under Section 425(d) of the Code, more than ten percent of the total
combined voting power of all classes of stock of Wyckoff, or any of its
subsidiary corporations, may be designated as an incentive stock option
unless each such option issued to said person has an option price that is
at least 110% of the fair market value (as defined in Paragraph 7) of the
Common Stock, and the exercise of such option is prohibited by its terms
after the expiration of five years from the date of grant of the option.
10. Limit on Grants of Incentive Stock Options. No participant shall be
------------------------------------------
granted incentive stock options under all stock option plans of Wyckoff and
any subsidiary corporations, nor shall delayed vesting provisions be
accelerated, which would cause the aggregate fair market value (determined
at the time of the grant) of the stock with respect to which the incentive
stock options are exercisable for the first time by the participant during
any calendar year to exceed $100,000.
11. Term of Options and Rights; Limits on Exercisability. Options shall be
----------------------------------------------------
evidenced by written agreements containing such terms and conditions,
consistent with the provisions of this Plan, as the Committee shall from
time to time determine. Options shall be exercisable for such periods as
may be fixed by the Committee, not to exceed fifteen years from the grant
thereof, but no option designated as an incentive stock option shall be
exercisable after the expiration of ten years from the date of the grant.
At the time of the exercise of an option, the option holder, if requested
by the Committee, must represent to Wyckoff that the shares are being
acquired for investment and not with a view to the distribution thereof.
The Committee may in its discretion require a participant to continue his
service with Wyckoff and its parent or subsidiary corporations for a
certain length of time prior to the option becoming exercisable and may
eliminate such delayed vesting provisions. The Committee may also vary,
among the participants and among options granted to the same participant,
any and all of the terms and conditions of options granted under the Plan.
12. Medium and Time of Payment. The exercise price for each share purchased
--------------------------
pursuant to an option granted under the Plan shall be payable in cash or,
if the Committee consents, in shares of Common Stock (including Common
Stock to be received upon a simultaneous exercise) or other consideration
equivalent to cash. The time and terms of payment may be amended with the
consent of the participant before or after exercise of the option, but such
amendment shall not reduce the option price. The Committee may from time
to time authorize payment of all or a portion of the option price in the
form of a promissory note or installments, with or without interest or
security, according to such terms as the Committee may approve. The Board
of Directors may restrict or suspend the power of the Committee to permit
such loans and may require that adequate security be provided.
-3-
<PAGE>
13. Transferability of Options. Options granted under this Plan may not be
--------------------------
transferred except by will or the laws of descent and distribution. During
the lifetime of the participant, options may be exercised only by that
participant, his guardian, or his legal representative.
14. Termination of Employment or Directorship. If a participant is no longer
-----------------------------------------
employed by or a director of Wyckoff or its subsidiary corporations for any
reason other than the participant's death, disability, or termination for
cause, he may exercise his options for a period of three months after such
termination of employment or directorship, unless the terms of such option
provide otherwise, but only to the extent the participant was entitled to
exercise the options on the date of termination. For purposes of the Plan
the following shall not be deemed a termination of employment or
directorship: (a) a transfer of an Employee from Wyckoff to any subsidiary
of Wyckoff, (b) a leave of absence, duly authorized in writing by Wyckoff,
for military service or for any other purpose approved by Wyckoff if the
period of such leave does not exceed 90 days; and (c) a leave of absence in
excess of 90 days, duly authorized in writing by Wyckoff, provided the
Employee's right to reemployment is guaranteed either by statute or
contract and (d) a termination of employment with continued service as a
director until such directorship terminates.
If a participant dies or becomes disabled while an Employee or director or
after the termination of his employment or directorship other than for
cause during the time when the participant could have exercised an option
under the Plan, the option issued to such participant shall be exercisable
by the personal representative of such participant, the participant, or
other successor to the interest of the participant for one year after such
participant's death, disability, or termination of employment, unless the
terms of such option provide otherwise, to the extent that the participant
was entitled to exercise the option on the date of death, disability, or
termination of employment, whichever first occurred.
If a participant is terminated for cause, the participant shall have no
further right to exercise any option previously granted him.
Nothing in the Plan or in any option shall interfere with or limit in any
way the right of Wyckoff or its subsidiaries to terminate a participant's
employment at any time, nor confer upon any participant any right to
continue in the employ of Wyckoff or any of its subsidiaries.
15. Adjustments. If the number of shares of Common Stock outstanding changes
-----------
by reason of a stock dividend, stock split, recapitalization, merger,
consolidation, combination or exchange of shares, the aggregate number and
class of shares available under the Plan and subject to each option,
together with the option prices, shall be appropriately adjusted. No
fractional shares shall be issued pursuant to the Plan, and any fractional
shares resulting from adjustments shall be eliminated from the respective
option. If Wyckoff is acquired by another corporation or is otherwise
merged into or consolidated with another corporation, all outstanding
options shall become immediately exercisable just prior to the effective
date of the merger, combination, consolidation, or other corporate event,
unless otherwise provided in the option agreement.
-4-
<PAGE>
16. Tax Benefit Rights. The Committee may grant tax benefit rights to
------------------
encourage a participant to exercise his option and provide certain tax
benefits to Wyckoff. A tax benefit right shall entitle a participant to
receive from Wyckoff or a subsidiary a cash payment not to exceed the
amount calculated by multiplying the ordinary income, if any, realized by
the participant for federal tax purposes as a result of the exercise of a
non-qualified stock option, or the disqualifying disposition of shares
acquired under an incentive stock option, by the maximum federal income tax
rate (including any surtax or similar charge or assessment) for
corporations. A tax benefit right may be granted only with respect to a
stock option issued and outstanding or to be issued under the Plan or any
other plan of Wyckoff or its subsidiaries that has been approved by
shareholders as of the date of this Plan and may be granted concurrently
with or after the grant of the stock option. Such rights with respect to
outstanding options shall be issued only with the consent of the
participant if the effect would be to disqualify an incentive stock option,
change the date of grant or the exercise price, or otherwise impair his
existing options. A stock option to which a tax benefit right has been
attached shall not be exercisable by an officer subject to Section 16 of
the Securities and Exchange Act of 1934 for a period of six months from the
date of the grant of the tax benefit right. The Committee shall determine
the terms and conditions of any tax benefit right granted and the
participants to whom such rights will be granted with respect to options
under the Plan or any other plan of Wyckoff. The Committee may amend,
cancel, limit the term of, or limit the amount payable under a tax benefit
right at any time prior to exercise of the related option unless otherwise
provided under the terms of the tax benefit right. The net amount of a tax
benefit right, subject to withholding, may be used to pay a portion of the
option price unless otherwise provided by the Committee.
17. Tax Withholding. Wyckoff or a subsidiary shall make such previsions as it
---------------
shall deem appropriate for the withholding of any taxes required to be
withheld in connection with the grant or exercise of options under the Plan
or the disqualifying disposition of stock issued pursuant to incentive
stock options granted under the Plan. Such previsions may include
requiring payment of the withholding amount in cash or stock or withholding
certain of the shares of stock purchased by the Employee or director.
18. Listing and Registration of Shares. Each option shall be subject to the
----------------------------------
requirement that if at any time the Committee shall determine, in its
discretion, that the listing, registration, or qualification of the shares
covered thereby upon any securities exchange or under any state or federal
law, or the consent or approval of any governmental regulatory body, is
necessary or desirable as a condition of, or in connection with, the
granting of such option or the issue or purchase of shares thereunder, such
option may not be exercised in whole or in part unless and until such
listing, registration, qualification, consent, or approval shall have been
effected or obtained free of any conditions not acceptable to the
Committee.
19. Effective Date of Plan. This Plan shall take effect January 1, 1993.
----------------------
Unless earlier terminated by the Board of Directors, the Plan shall
terminate on the day immediately preceding the tenth anniversary of the
effective date. No option shall be granted under this Plan after such
date.
-5-
<PAGE>
20. Termination and Amendment. The Board of Directors may terminate the Plan
-------------------------
at any time, or may from time to time amend the Plan as it deems proper and
in the best interests of Wyckoff, provided that no such amendment may (i)
materially increase either the benefits to participants under the Plan or
the number of shares that may be issued under the Plan, (ii) materially
modify the eligibility requirements set forth in Paragraph 6, (iii) reduce
the option price (except pursuant to adjustments under Paragraph 14), or
(iv) impair any outstanding option without the consent of the participant,
except according to the terms of the option.
-6-
<PAGE>
EXHIBIT 4.2
WYCKOFF CHEMICAL COMPANY, INC.
STOCK BONUS PLAN
The purpose of this Stock Bonus Plan (the "Plan") is to enhance the ability
of Wyckoff Chemical Company, Inc. (the "Company") to retain employees and to
induce employees to pursue long-term growth in the Company's business and
earnings. This Plan is effective as of January 1, 1986, the date of approval by
the Company's Board of Directors. This Plan is intended to be a fringe benefit
plan of the Company and is not intended to be a pension plan for purposes of the
Employee Retirement Income Security Act of 1974, as amended.
1. Eligibility. The participants in the Plan ("Participants") will be all
-----------
full-time employees of the Company who complete 12 consecutive months of
employment with the Company following date of hire.
2. Award of Company Shares. A Participant who has completed 12 consecutive
-----------------------
months of employment with the Company as a full-time employee shall receive
12 shares of Company common stock after the completion of the 12th month of
employment. The Company shall deliver a certificate to a Participant
evidencing the 12 shares as promptly as practicable after the expiration of
the Participant's initial 12-month employment period.
3. Administration of Plan. All questions or issues regarding interpretation
----------------------
or application of this Plan, including, without limitation, questions of
eligibility for benefits or the amount of benefits, will be resolved by the
Board of Directors of the Company, whose determination shall be final and
binding.
4. Amendment of Plan. The Company reserves the right to amend or terminate
-----------------
this Plan at any time in its sole discretion.
5. No Right to Employment. Nothing in this Plan shall be construed as
----------------------
granting a Participant the right to be continued in the employment of the
Company for any given period or upon any specific terms of employment. The
Company may at any time dismiss a Participant from employment, free from
any liability or any claim under the Plan.
6. No Rights as Shareholder. A Participant will have none of the rights of a
------------------------
shareholder until shares of the Company's common stock are issued to the
Participant.
7. Governing Law. The validity, construction and effect of the Plan shall be
-------------
determined in accordance with the laws of the State of Michigan without
giving effect to conflict of laws principles.
8. Change in Control. Upon a change in control of the Company, the acquiring
-----------------
company will assume this Plan and be obligated in all respects that the
Company was obligated before the change in control. All shares of Company
common stock issuable and to become issuable under the Plan at the time of
the change in control will be adjusted in accordance with the exchange
ratio contained in definitive acquisition agreements executed in connection
with the change in control so that upon a Participant's 12-month
anniversary the acquiring company will be obligated to issue to that
Participant 12 shares of common stock, as adjusted in accordance with the
exchange ratio.
<PAGE>
EXHIBIT 5.1
September 23, 1999
Catalytica, Inc.
430 Ferguson Drive
Mountain View, CA 94043-5272
RE: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have acted as counsel to Catalytica, Inc., a Delaware corporation (the
"Company" or "you") and have examined the Registration Statement on Form S-8
(the "Registration Statement") to be filed by the Company with the Securities
and Exchange Commission on or about September 23, 1999, in connection with the
registration under the Securities Act of 1933, as amended, of 466,674 shares of
the Company's Common Stock, par value $0.001 per share (the "Shares"), reserved
for issuance under the Wyckoff Chemical Company, Inc. 1993 Stock Option Plan and
the Wyckoff Chemical Company, Inc. Stock Bonus Plan (collectively, the "Plans").
As your legal counsel, we have examined the Restated Certificate of
Incorporation and Bylaws of the Company, the Plans and such other documents of
the Company as we have deemed necessary or appropriate for the purposes of the
opinion expressed herein, and are familiar with the proceedings proposed to be
taken by you in connection with the operation and administration of the Plans
and the sale and issuance of the Shares pursuant to the Plans.
In our opinion, the Shares, when issued and sold in the manner referred to
in the Plans and pursuant to the agreements which accompany the Plans, will be
legally and validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever appearing in the
Registration Statement and any subsequent amendment thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati
<PAGE>
EXHIBIT 23.2
Consent of Independent Auditors
We consent to the reference to our firm in the Registration Statement (Form S-8
No. 33-00000) pertaining to the Wyckoff Chemical Company, Inc. 1993 Stock Option
Plan and the Wyckoff Chemical Company, Inc. Stock Bonus Plan and to the
incorporation by reference therein of our report dated January 29, 1999, with
respect to the consolidated financial statements and schedule of Catalytica,
Inc. included in its Annual Report Form 10-K for the year ended December 31,
1998, filed with the Securities and Exchange Commission.
/s/Ernst & Young LLP
San Jose, California
September 22, 1999
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Catalytica, Inc. of our report on Genxon Power Systems
L.L.C., dated October 26, 1998, relating to the financial statements, which
appears in the Catalytica, Inc. Annual Report on Form 10-K as of December 31,
1998.
/s/ PricewaterhouseCoopers LLP
San Jose, California
September 22, 1999
<PAGE>
EXHIBIT 23.4
Consent of BDO Seidman, LLP, Independent Accountants
We hereby consent to the use in the Registration Statement on Form S-8 of
Catalytica, Inc., of our report dated July 23, 1999, relating to the
consolidated financial statements of Wyckoff Chemical Company, Inc., which is
incorporated by reference in the registration statement.
BDO Seidman, LLP
/s/ BDO Seidman, LLP
- --------------------
Kalamazoo, Michigan
September 21, 1999
