<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
---------------------------------
NOTIFICATION OF LATE FILING SEC FILE NUMBER
0-21488
---------------------------------
---------------------------------
CUSIP NUMBER
148881-10-5
---------------------------------
(Check One)
[ X ] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q and
Form 10-QSB [ ] Form N-SAR
For Period Ended: April 30, 1998
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: ___________________________
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
PART I --REGISTRANT INFORMATION
CATALYST SEMICONDUCTOR, INC.
- --------------------------------------------------------------------------------
Full Name of Registrant
- --------------------------------------------------------------------------------
Former Name if Applicable
1250 BORREGAS AVENUE
- --------------------------------------------------------------------------------
Address of Principal Executive Office (Street and Number)
SUNNYVALE, CALIFORNIA 94089
- --------------------------------------------------------------------------------
City, State and Zip Code
<PAGE> 2
PART II - RULES 12B-25(B) AND (C)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
[X] (a) The reasons described in reasonable detail in Part III of this
form could not be Eliminated without unreasonable effort
or expense;
[X] (b) The subject annual report, semi-annual report, transition report
on Form 10 K, Form 20-F, 11-K, Form N-SAR, or portion thereof
will be filed on or before the fifteenth calendar day following
the prescribed due date; or the subject quarterly report or
transition report on Form 10-Q, or portion thereof will be filed
on or before the fifth calendar day following the prescribed due
date; and
[ ] (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why the Form 10-K and Form 10-KSB,
20F, 11-K, 10-Q and Form 10-QSB, N-SAR, or the transition report or portion
thereof, could not be filed within the prescribed period. (Attach Extra Sheets
if Needed)
In March 1998, Registrant's Chairman, President and Chief Executive Officer
resigned at the Company's request and the former Chief Operating Officer was
appointed President and Chief Executive Officer. In May 1998, Registrant's Chief
Financial Officer resigned at the Company's request and an individual from
outside Registrant was appointed Chief Financial Officer. As a result of these
changes in senior management and the required transitions, substantial
additional time was required to gather information and prepare for the annual
audit and to perform other activities necessary to complete the Annual Report on
Form 10-K for the fiscal year ended April 30, 1998. As a result, the annual
audit and other activities were delayed and the Annual Report on Form 10-K could
not be filed when due on August 3, 1998.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Thomas E. Gay III (408) 542-1040
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period
that the registrant was required to file such report(s) been filed? If
answer is no, identify report(s). [X] Yes ____ No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected
by the earnings statements to be included in the subject report or
portion thereof? [X] Yes ____ No
If so: attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
<PAGE> 3
Registrant expects that it will report a net loss of approximately $18.9
million for the year ended April 30, 1998 compared to a net loss of $4.0
million for the year ended April 30, 1997. This was based on revenues expected
to be approximately $34.6 million for the year ended April 30, 1998 compared to
revenues of $47.1 million for the year ended April 30, 1997.
CATALYST SEMICONDUCTOR, INC
(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: August 4, 1998 By /s/ Thomas E. Gay III
---------------------------
Thomas E. Gay III
Vice President, Finance and Administration,
and Chief Financial Officer
