SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ____)*
Catalytica, Inc.
--------------------------------------------------------------------------------
(Name of Corporation)
Common Stock, par value $0.001 per share
--------------------------------------------------------------------------------
(Title of Class of Securities)
148885 10 6
--------------------------------------------------------------------------------
(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
--------------------------------------------------------------------------------
(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
August 2, 2000
--------------------------------------------------------------------------------
(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
CUSIP No. 148885 10 6
--------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DSM N.V.
2 =====================================================================
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
3
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
The Netherlands
7 SOLE VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER
EACH REPORTING 14,928,020 (See Items 4 and 5.) (a)
PERSON
WITH 9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
14,928,020 (See Items 4 and 5.) (a)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,928,020 (See Items 4 and 5.) (a)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.0% (See Items 4 and 5.) (a)
14 TYPE OF REPORTING PERSON*
CO
(a) The reporting persons disclaim beneficial ownership of all of such
shares. Beneficial ownership of such shares is being reported hereunder
solely because the reporting persons may be deemed to have beneficial
ownership of such shares as a result of the Voting Agreement described
in Items 4 and 5.
<PAGE>
SCHEDULE 13D
CUSIP No. 148885 10 6
--------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Synotex Company, Inc.
2 =====================================================================
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
3
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER
EACH REPORTING 14,928,020 (See Items 4 and 5.) (a)
PERSON
WITH 9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
14,928,020 (See Items 4 and 5.) (a)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,928,020 (See Items 4 and 5.) (a)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.0% (See Items 4 and 5.) (a)
14 TYPE OF REPORTING PERSON*
CO
(a) The reporting persons disclaim beneficial ownership of all of such
shares. Beneficial ownership of such shares is being reported hereunder
solely because the reporting persons may be deemed to have beneficial
ownership of such shares as a result of the Voting Agreement described
in Items 4 and 5.
<PAGE>
SCHEDULE 13D
RELATING TO THE COMMON STOCK OF
CATALYTICA, INC.
Item 1. Security and Issuer.
-------------------
This Statement on Schedule 13D (this "Statement") relates to the common
stock, par value $.001 per share (the "Ordinary Common Stock"), of Catalytica,
Inc., a Delaware corporation ("Catalytica"). The principal executive offices of
Catalytica are located at 430 Ferguson Drive, Mountain View, California 94043.
As more fully described in Item 4 below, on August 2, 2000, Synotex (as
defined in Item 2) entered into a Voting Agreement (the "Voting Agreement") with
Morgan Stanley Capital Partners III, L.P., Morgan Stanley Capital Investors,
L.P., MSCP III 892 Investors, L.P. (collectively "MSCP"), James A. Cusumano and
Ricardo B. Levy with respect to an aggregate of (i) 13,270,000 shares of Class A
Common Stock, par value $0.001 per share ("Class A Common Stock"), of Catalytica
over which MSCP currently has voting power, which are convertible into Ordinary
Common Stock on a share-for-share basis at the option of MSCP; (ii) 11,730,000
shares of Class B Common Stock, par value $0.001 per share ("Class B Common
Stock" and, together with the Ordinary Common Stock and the Class A Common
Stock, the "Common Stock"), of Catalytica, which are convertible into Class A
Common Stock on a share-for-share basis, at the option of MSCP, so long as the
total number of voting shares held by MSCP and its affiliates does not exceed
40%; (iii) 1,421,352 shares of Ordinary Common Stock over which Messrs. Cusumano
and Levy currently have voting power; and (iv) any of the 236,668 shares of
Ordinary Common Stock that Messrs. Cusumano and Levy may acquire through the
exercise of stock options exercisable in 60 days, which Messrs. Cusumano and
Levy are deemed to beneficially own pursuant to Rule 13d-3(d)(1)(i) promulgated
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The
Class A Common Stock votes together with the Ordinary Common Stock, and has a
separate class vote on certain matters, including a merger. The Class B Common
Stock is non-voting. Neither the Class A Common Stock nor the Class B Common
Stock is registered under the Exchange Act.
Item 2. Identity and Background.
-----------------------
(a)-(c); (f) This Statement is being filed by DSM N.V., a Dutch corporation
("DSM"), and Synotex Company, Inc., a Delaware corporation ("Synotex"). The
principal business and principal office of DSM are located at Het Overloon 1,
Heerlen, P.O. Box 6500, 6401 JH Heerlen, The Netherlands. DSM is a highly
integrated international manufacturer of life science products, performance
materials and chemicals. Synotex is an indirect wholly-owned subsidiary of DSM
with its principal business and principal office at One Columbia Nitrogen Road,
Augusta, GA 30903. All of the outstanding shares of capital stock of Synotex are
owned by DSM Finance B.V. ("DSM Finance"), a Dutch corporation all of the
capital stock of which is owned by DSM. Synotex is the holding company for DSM's
operations in the United States.
The name, business address, present principal occupation or employment, and
the name and principal business of any corporation or other organization in
which such employment is conducted of each of the directors and executive
officers of DSM and Synotex is set forth in Schedule I hereto, which is
incorporated herein by reference. The citizenship of each person listed in
Schedule I is indicated thereon.
(d)-(e) During the last five years, none of DSM, DSM Finance, Synotex or,
to the knowledge of DSM and Synotex, any of the persons listed on Schedule I
hereto (i) has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) 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.
-------------------------------------------------
N/A
Item 4. Purpose of Transaction.
----------------------
Merger and Merger Agreement
On August 2, 2000, Catalytica, Synotex and Synotex Acquisition Corporation,
a Delaware corporation and a wholly-owned subsidiary of Synotex ("Merger Sub"),
entered into an Agreement and Plan of Merger (the "Merger Agreement"), a copy of
which is attached hereto as Exhibit 1 and incorporated herein by reference. The
Merger Agreement provides, among other things, for the merger (the "Merger") of
Merger Sub with and into Catalytica, with Catalytica being the corporation
surviving the Merger. Immediately prior to, and as a condition to, the Merger,
Catalytica will spin-off Catalytica Combustion Systems and Catalytica Advanced
Technologies to the holders of Common Stock (the "Spin-Off").
As a result of the Merger, the holders of Common Stock will receive, in the
aggregate, $750 million in cash in exchange for their shares, subject to
adjustment for, among other things, the tax liability incurred by Catalytica
with respect to the Spin-Off. As a result of the Merger, Catalytica will become
a wholly-owned subsidiary of Synotex. The Ordinary Common Stock will be delisted
from trading on the Nasdaq National Market of The Nasdaq Stock Market, Inc. and
Catalytica will no longer be required to file periodic reports under Section
12(b) of the Exchange Act. In addition, the current board of directors of
Catalytica will be replaced by virtue of the Merger.
The Merger is subject to the satisfaction of certain conditions, including
receipt of Catalytica stockholder and regulatory approvals, as set forth in the
Merger Agreement. In addition, the Merger Agreement contains certain customary
restrictions on the conduct of the business of Catalytica pending the Merger,
including, without limitation, restrictions on its declaring, setting aside or
paying any dividend or distribution on any capital stock, other than the
Spin-Off.
Voting Agreement
As a condition and inducement to Synotex's entering into the Merger
Agreement, concurrently with the execution of the Merger Agreement, Synotex
entered into the Voting Agreement with MSCP and Messrs. Cusumano and Levy
(collectively, the "Stockholder Parties"), a copy of which is attached hereto as
Exhibit 2 and incorporated herein by reference. Pursuant to the Voting
Agreement, the Stockholder Parties have agreed to vote in favor of the approval
and adoption of the Merger Agreement and the Merger (or, if applicable, to give
consents with respect to) (i) all shares of Catalytica voting stock currently
held by them and (ii) any shares of Catalytica voting stock subsequently
acquired by them, including through the exercise of stock options. In addition,
the Stockholder Parties have agreed not to dispose of any shares of Common Stock
(subject to certain exceptions). The Voting Agreement will terminate on the
earlier of: (a) the effective time of the Merger or (b) the date upon which the
Merger Agreement is terminated.
Guarantee
DSM has unconditionally guaranteed the obligations of Synotex and Merger
Sub under the Merger Agreement. A copy of the Guarantee, dated August 2, 2000,
is incorporated by reference herein as Exhibit 3.
The foregoing summaries of the Merger Agreement, the Voting Agreement and
the Guarantee do not purport to be complete and are qualified in their entirety
by reference to the text of such agreements incorporated by reference as
Exhibits 1, 2 and 3 hereto, respectively.
Except as set forth in this Statement, the Merger Agreement, the Voting
Agreement and the Guarantee, neither DSM nor Synotex has any plans or proposals
which relate to or which would result in or relate to any of the actions
specified in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
------------------------------------
(a) - (b) DSM and Synotex may, as a result of the Voting Agreement, be
deemed to share beneficial ownership of the 14,691,352 shares of Ordinary Common
Stock that are held by the Stockholder Parties (including the 13,270,000 shares
into which MSCP could currently convert its shares of Class A Common Stock) and,
pursuant to Exchange Act Rule 13d-3(d)(1)(i), the 236,668 shares of Ordinary
Common Stock that are subject to stock options exercisable within 60 days held
by such parties (together, the "Beneficially Owned Shares"). Based on the
aggregate number of Beneficially Owned Shares, DSM may, as a result of the
Voting Agreement, be deemed to beneficially own approximately 32.0% of the
outstanding Ordinary Common Stock (based on the 33,163,543 shares of Ordinary
Common Stock and the 13,270,000 shares of Class A Common Stock convertible into
Ordinary Common Stock, each as outstanding on July 28, 2000, as represented to
Synotex in the Merger Agreement, plus the 236,668 shares of Ordinary Common
Stock subject to stock options exercisable in 60 days held by Messrs. Cusumano
and Levy as represented to Synotex in the Voting Agreement). If MSCP were to
elect to convert some of its shares of non-voting Class B Common Stock into
voting stock so that MSCP held up to the 40% limit, which would entail the
conversion of a maximum of approximately 8,839,028 shares, then the percentage
of voting power would be increased to 42.8%. The Stockholder Parties, DSM and
Synotex may be deemed to have shared power to vote or to direct the vote with
respect to the Beneficially Owned Shares. The Voting Agreement also provides
that, subject to certain exceptions, the Stockholder Parties may not dispose of
the Beneficially Owned Shares and, as a result, the Stockholder Parties, DSM and
Synotex may be deemed to have shared power to dispose or direct the disposition
of the Beneficially Owned Shares. The Voting Agreement does not require, and DSM
and Synotex do not have the ability to cause, MSCP to convert any shares of
Class B Common Stock into Class A Common Stock.
Except as set forth in this Item 5, none of DSM, DSM Finance, Synotex or,
to the knowledge of DSM and Synotex, any of the individuals named in Schedule I
hereto beneficially owns any shares of Ordinary Common Stock.
(c) Except for entering into the agreements described above, none of DSM,
DSM Finance, Synotex or, to the knowledge of DSM and Synotex, any of the
individuals named in Schedule I hereto, has effected any transaction in shares
of Ordinary Common Stock during the past 60 days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understanding or Relationships With
------------------------------------------------------------
Respect to Securities of the Issuer.
-----------------------------------
Except as provided in the Merger Agreement, the Voting Agreement and the
Guarantee or as set forth in this Statement, none of DSM, DSM Finance, Synotex
or, to the knowledge of DSM and Synotex, any of the individuals named in
Schedule I hereto has any contracts, arrangements, understandings or
relationships (legal or otherwise) with any person with respect to any
securities of Catalytica, 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 -- Agreement and Plan of Merger, dated as of August 2, 2000, among
Synotex, Merger Sub and Catalytica.
Exhibit 2 -- Voting Agreement, dated as of August 2, 2000, by and among the
Stockholder Parties, Synotex and Catalytica.
Exhibit 3 -- Guarantee, dated August 2, 2000.
<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: August 11, 2000
DSM N.V.
By: /s/ Peter A. Elverding
----------------------------
Name: Peter A. Elverding
Title: Chairman of the Managing
Board
By: /s/ Arnold Gratama van Andel
----------------------------
Name: Arnold Gratama van Andel
Title: Corporate Vice-President
Synotex Company, Inc.
By: /s/ Arnold Gratama van Andel
----------------------------
Name: Arnold Gratama van Andel
Title: Chairman and President
<PAGE>
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF
DSM N.V. AND SYNOTEX COMPANY, INC.
The name, address, present principal occupation or employment,
and the name of any corporation or other organization in which such employment
is conducted, of each of the directors and executive officers of DSM and Synotex
is set forth below. Unless otherwise indicated below, the business address of
each director and executive officer of DSM is DSM N.V., Het Overloon 1, 6401 JH
Heerlen, The Netherlands. Other than Mr. Muller, who is a citizen of Germany,
each director and executive officer of DSM is a citizen of The Netherlands.
Unless otherwise indicated below, the business address of each director and
executive officer of Synotex is Synotex Company, Inc., One Columbia Nitrogen
Road, Augusta, GA 30903. Other than Mr. Gratama van Andel, who is a citizen of
The Netherlands, each director and executive officer of Synotex is a citizen of
the United States.
<TABLE>
<S> <C>
POSITION WITH DSM AND PRESENT
NAME AND ADDRESS PRINCIPAL OCCUPATION OR EMPLOYMENT
---------------- ----------------------------------
Supervisory Board:
Herman H. Wijffels Chairman of the Supervisory Board of DSM; Chairman of
P.O. Box 90405, 2509 LK the Social and Economic Counsel of the Netherlands
The Hague, The Netherlands
Henk Bodt Deputy Chairman of the Supervisory Board of DSM;
Van Oldenbarneveltlaan 2, 5631 AH Retired Executive Vice President of Philips Electronics
Eindhoven, The Netherlands N.V.
Ad J. Geers Member of the Supervisory Board of DSM; Professor of
P.O. Box 616, 6200 MD Social Law at Maastricht University
Maastricht, The Netherlands
Okko Muller Member of the Supervisory Board of DSM; Retired Member
Halenreie 21, D-22359 of the Managing Boards of Unilever N.V. and Unilever PLC
Hamburg, Germany
Johan Stekelenburg Member of the Supervisory Board of DSM; Mayor of
P.O.Box 90155, 5000 LH Tilburg, The Netherlands
Tilburg, The Netherlands
Cees van Woudenberg Member of the Supervisory Board of DSM; Managing
P.O.Box 7700, 1117 ZL Director of KLM
Luchthaven Schiphol, The Netherlands
Cornelins A.J. Herkstroter Retired Chairman Board of Directors of Royal Shell Group
Weteringlaan 8, 2243 GJ
Wassenaar, The Netherlands
Enrique J. Sosa Retired President of BP Amoco Chemicals
132 East Delaware Place, Apt, 5502
Chicago, Illinois 60611, USA
Managing Board:
Peter A. Elverding Chairman of the Managing Board of DSM
Louis J. Ligthart Deputy Chairman of the Managing Board of DSM
Jan Zuidam Member of the Managing Board of DSM
Jan G. Dopper Member of the Managing Board of DSM
Henk C. van Dalen Member of the Managing Board of DSM
Feike Sybesma Member of the Managing Board of DSM
POSITION WITH SYNOTEX AND PRESENT
NAME AND ADDRESS PRINCIPAL OCCUPATION OR EMPLOYMENT
---------------- ----------------------------------
Arnold Gratama van Andel President and Chairman of Synotex; Corporate Vice
President - Finance and Economics of DSM
J.W. Price Director of Synotex
William P. Bivens Secretary of Synotex
</TABLE>
Exhibit Index
-------------
Exhibit Number Description
-------------- -----------
Exhibit 1 -- Agreement and Plan of Merger, dated as of August 2, 2000, among
Synotex, Merger Sub and Catalytica.
Exhibit 2 -- Voting Agreement, dated as of August 2, 2000, by and among the
Stockholder Parties, Synotex and Catalytica.
Exhibit 3 -- Guarantee, dated August 2, 2000.
