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UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT: November 17, 1999
CATALYTICA,
INC.
(Exact name of Registrant as
specified in its charter)
0-20966
(Commission File Number)
| Delaware |
94-2262240
|
| (State
or other jurisdiction of
incorporation or organization) |
(IRS Employer
Identification Number) |
430 Ferguson Drive
Mountain View, California
94043
(Address of principal
executive offices)
(650) 960-3000
(Registrant's telephone
number, including area code)
ITEM 5. OTHER EVENTS
On September 20, 1999, pursuant to an Amended and Restated Agreement and Plan of Reorganization dated as of July 14, 1999 (the " Merger Agreement") by and among Catalytica, Inc. (" Catalytica" or the "Company"), Pilot Acquisition Corporation ("Merger Sub"), a wholly-owned subsidiary of Catalytica and Wyckoff Chemical Company, Inc. ("Wyckoff"), Catalytica consummated a merger with Wyckoff by means of a merger of Merger Sub into Wyckoff (the "Merger"), with Wyckoff remaining as the surviving corporation in the Merger. As a result of the Merger, Wyckoff became a wholly-owned subsidiary of Catalytica. The Merger qualifies as a pooling of interests for financial reporting purposes, in accordance with generally accepted accounting principles.
In order to satisfy requirements under the Merger Agreement, the Company is filing herewith combined results for a 31-day period from October 1 to October 31, 1999 of Catalytica. The financial results file herewith are for one month only and are not indicative of results for the Quarter ended December 31, 1999, or for any other period.
CATALYTICA,
INC.
UNAUDITED CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS *
(in thousands, except per
share amounts)
| Month Ended
October 31, 1999 |
Ten Months Ended
October 31, 1999 |
|||
| Revenues: | ||||
| Product sales | $36,393
|
$332,140
|
||
| Research revenues | 1,521
|
18,269
|
||
| Total revenues | 37,914
|
350,409
|
||
| Costs and expenses: | |
|
||
| Cost of product sales | 28,908
|
264,366
|
||
| Research and development | 3,460
|
33,594
|
||
| Selling, general and administrative | 2,120
|
22,408
|
||
| Total costs and expenses | 34,488
|
320,368
|
||
| Operating income | 3,426
|
30,041
|
||
| Interest expense, net | (418)
|
(4,715)
|
||
| Gain (loss) on joint ventures | 0
|
(1,133)
|
||
| Income taxes | (486)
|
(4,334)
|
||
| Net income | $ 2,522
|
$19,859
|
||
| Net income per share: | |
|
||
| Basic | $ 0.04
|
$ 0.35
|
||
| Diluted | $ 0.04
|
$ 0.29
|
||
| Shares used in computing net income per share: | |
|
||
| Basic | 57,676
|
57,558
|
||
| Diluted | 63,970
|
63,873
|
||
* Note: The results for all periods presented reflect the acquisition of Wyckoff Chemical Company which has been accounted for as a pooling of interests and was completed on September 20, 1999.
CATALYTICA, INC.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS *
(in thousands)
| October 31, 1999
|
December 31, 1998
|
||||
| ASSETS: | |||||
| Cash and short-term investments | $ 57,556
|
$ 46,462
|
|||
| Accounts and notes receivable, net | 35,131
|
40,012
|
|||
| Inventory | 91,743
|
96,303
|
|||
| Other current assets | 4,828
|
4,740
|
|||
| Total current assets | 189,258
|
187,517
|
|||
| |
|
||||
| Property and equipment, net | 211,538
|
192,367
|
|||
| Other assets | 2,316
|
3,177
|
|||
| $403,112
|
$383,061
|
||||
| |
|
||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY: | |
|
|||
| Current liabilities | $ 61,909
|
$ 55,156
|
|||
| Current portion of long-term debt | 11,880
|
15,500
|
|||
| Total current liabilities | 73,789
|
70,656
|
|||
| |
|
||||
| Long-term debt | 68,165
|
73,461
|
|||
| Other long-term liabilities | 4,961
|
4,921
|
|||
| Minority interest | 41,000
|
41,000
|
|||
| Class A and B common stock | 97,079
|
97,079
|
|||
| Stockholders’ equity | 118,118
|
95,944
|
|||
| $403,112
|
$383,061
|
||||
* Note: The results for all periods presented reflect the acquisition of Wyckoff Chemical Company which has been accounted for as a pooling of interests and was completed on September 20, 1999.
# # # #
CATALYTICA, INC.
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 thereunto duly authorized.
| Date: November 17, 1999 | CATALYTICA, INC.
|
|
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By: /s/ LAWRENCE W. BRISCOE Lawrence W. Briscoe
Signing on behalf of the registrant and as principal financial officer
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