SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
(Final Amendment)
Catalytica, Inc.
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(Name of Corporation)
Common Stock, par value $0.001 per share
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(Title of Class of Securities)
148885 10 6
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(CUSIP Number)
Pieter de Haan
General Counsel
DSM N.V.
Het Overloon 1, Heerlen
P.O. Box 6500, 6401 JH Heerlen
The Netherlands
31-45-5782870
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
Copy to:
William A. Groll
Cleary, Gottlieb, Steen & Hamilton
One Liberty Plaza
New York, NY 10006
(212) 225-2000
December 15, 2000
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(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
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. |_|
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
RELATING TO THE COMMON STOCK OF
CATALYTICA, INC.
This Amendment No. 1 amends the Statement on Schedule 13D filed with
the Securities and Exchange Commission on August 11, 2000 (the "Schedule 13D")
by DSM N.V., a Dutch corporation ("DSM"), and Synotex Company, Inc., a Delaware
corporation ("Synotex"). This Amendment No. 1 is filed with respect to the
shares of Common Stock, par value $0.001 per share (the "Ordinary Common Stock")
of Catalytica, Inc., a Delaware corporation ("Catalytica"). Unless otherwise
defined herein, all capitalized terms shall have the meanings ascribed to them
in the Schedule 13D.
Item 5 of Schedule 13D is hereby amended in its entirety to read as
follows:
Item 5. Interest in Securities of the Issuer
The merger (the "Merger") of Synotex Acquisition Corporation with and
into Catalytica was consummated and became effective on December 15, 2000. As a
result of the Merger, Catalytica changed its name to "DSM Catalytica
Pharmaceuticals, Inc." The Voting Agreement, pursuant to which DSM and Synotex
may have been deemed to share beneficial ownership of the Beneficially Owned
Shares, terminated as of the Effective Time of the Merger. As a result of the
Merger, Synotex owns 100% of the outstanding Ordinary Common Stock and
Catalytica will file a Form 15 to deregister the Ordinary Common Stock.
Accordingly, this Amendment No. 1 constitutes the Final Amendment to the
Schedule 13D.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of our knowledge and
belief, we certify that the information set forth in this Statement is true,
complete and correct.
Dated: December 15, 2000
DSM N.V.
By: /s/ Peter A. Elverding
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Name: Peter A. Elverding
Title: Chairman of the Managing Board
By: /s/ Arnold Gratama van Andel
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Name: Arnold Gratama van Andel
Title: Corporate Vice-President
Synotex Company, Inc.
By: /s/ Arnold Gratama van Andel
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Name: Arnold Gratama van Andel
Title: Chairman and President
