<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 2
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
[X] Annual report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 For the fiscal year ended May 2, 1999, or
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 For the transition period from __________ to
___________ .
Commission File Number 0-21488
CATALYST SEMICONDUCTOR, INC.
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C>
Delaware 77-0083129
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>
1250 Borregas Avenue, Sunnyvale, California 94089
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (408) 542-1000
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.001
par value
Indicate by check mark whether Registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Act of 1934 during the
preceding 12 months (or for such shorter period that Registrant was required to
file such reports), and (2) has been subject to such filing requirements for the
past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained to the best
of Registrant's knowledge in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
The aggregate market value of voting stock held by non-affiliates of Registrant,
as of July 23, 1999, was approximately $8 million (based upon the average of the
closing bid and asked price for shares of Registrant's Common Stock as reported
by the OTC Bulletin Board for the last trading date prior to that date). Shares
of Common Stock held by each officer, director and holder of 5% or more of the
outstanding Common Stock (including shares with respect to which a holder has
the right to acquire beneficial ownership within 60 days) have been excluded in
that such persons may be deemed to be affiliates. This determination of
affiliate status is not necessarily a conclusive determination for other
purposes.
The number of shares of Registrant's Common Stock outstanding as of September
24, 1999 was 14,050,028.
<PAGE> 2
CATALYST SEMICONDUCTOR, INC.
PART III
<TABLE>
<S> <C> <C>
Item 11. Executive Compensation....................................................... Page 3
Item 12. Security Ownership of Certain Beneficial Owners and Management............... Page 10
Signatures.............................................................................. Page 12
</TABLE>
2
<PAGE> 3
CATALYST SEMICONDUCTOR, INC.
ITEM 11 OF PART III TO REGISTRANT'S FORM 10-K FOR THE YEAR ENDED MAY 2, 1999 IS
AMENDED IN ITS ENTIRETY TO READ AS FOLLOWS:
ITEM 11. EXECUTIVE COMPENSATION
The following table shows the compensation paid by the Company in fiscal
1999, 1998 and 1997 to (i) the Company's Chief Executive Officer and (ii) the
four most highly compensated officers other than the Chief Executive Officer who
served as executive officers at April 30, 1999 (collectively, the "Named
Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation Long Term Compensation
------------------------ ---------------------------------------------
Awards Payouts
------ --------------------
Other All
Annual Restricted Securities Other
Compen- Stock Underlying LTIP Compensa-
Name and Principal Fiscal sation Awards Options Payouts tion
Position Year Salary ($) Bonus ($) ($) ($) (#) ($) ($) (4)
-------- ---- ---------- --------- --- --- --- --- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Radu M. Vanco ........... 1999 $ 265,000 $ 60,000 -- -- 1,413,166(1) -- $ 174
President and Chief 1998 $ 225,000 $ 69,391 -- -- 313,166(2) -- $ 609
Executive Officer 1997 $ 231,879 $ 95,441 -- -- 227,500(3) -- $ 609
Marc H. Cremer .......... 1999 $ 282,866 -- -- -- 300,000(1) -- $ 58
Vice President, 1998 $ 203,418 -- -- -- 75,000(2) -- $ 288
Strategic Business 1997 $ 24,000 $ 15,540 -- -- 25,000 -- --
Development
Bassam Khoury ........... 1999 $ 140,000 $ 30,000 -- -- 294,746(1) -- $ 66
Vice President of 1998 $ 140,732 -- -- -- 41,430(3) -- $ 106
Marketing 1997 $ 147,574 -- -- -- 25,000 -- $ 87
Gelu Voicu .............. 1999 $ 134,769 $ 30,000 -- -- 303,000(1) -- $ 174
Vice President of 1998 $ 126,523 -- -- -- 83,000(2) -- $ 183
Product Engineering and 1997 $ 131,353 -- -- -- 64,500(3) -- $ 174
Manufacturing
Thomas E. Gay III ...... 1999 $ 106,375 $ 25,000 -- -- 260,000(1) -- $ 121
Vice President, 1998 -- -- -- -- -- -- --
Finance and 1997 -- -- -- -- -- -- --
Administration,
and Chief
Financial Officer
</TABLE>
- ----------
(1) Options listed for fiscal 1999 long-term compensation awards include
options granted as a result of repricings (and consequent cancellation
of previously granted options) on September 22, 1998. See "Ten-Year
Option Repricings." The repriced options retain the same vesting
schedule as the options that were replaced but may be exercised for a
period of ten years following the date of the repricing. Also includes
options referenced in the second paragraph of note (2) below.
(2) Options listed for fiscal 1998 long-term compensation awards reflect
options granted as a result of repricings (and consequent cancellation
of previously granted options) on January 15, 1998. See "Ten-Year Option
Repricings." Options to purchase the following number of shares granted
to the following persons in fiscal 1998 were issued as a result of the
repricing on January 15, 1998 of previously granted options: Mr. Vanco -
313,166; Mr. Cremer - 75,000; Mr. Khoury - 74,746; Mr. Voicu - 83,000.
Such repriced options have been reflected as grants in prior fiscal year
long-term compensation awards to the extent applicable, however, the
75,000 shares granted to Mr. Cremer do not include 50,000 share
previously granted in fiscal 1998 to Mr. Cremer, and the 83,000 shares
granted to Mr. Voicu do not include 15,000 shares previously granted in
fiscal 1998 to Mr. Voicu. The repriced options retain the same vesting
schedule as the options that were replaced but may be exercised for a
period of ten years following the date of the repricing.
Does not include options granted to the following individuals in April
1998 which options were subject to stockholder approval of an increase
in the number of shares available under the Company's stock option plan:
Mr. Vanco - 100,000; Mr. Cremer - 25,000; Mr. Khoury - 20,000; Mr. Voicu
- 20,000.
(3) Options listed for fiscal 1997 long-term compensation awards reflect
options granted as a result of repricings (and consequent cancellation
of previously granted options) on December 3, 1996. See Option Repricing
Table. Options to purchase the following number of shares granted to the
following persons in fiscal 1997 were issued as a result of the
repricing on December 3, 1996 of
3
<PAGE> 4
previously granted options: Mr. Vanco - 167,500; Mr. Khoury - 31,430;
Mr. Voicu - 44,500. Such repriced options have been reflected as grants
in prior fiscal year long-term compensation awards to the extent
applicable. The repriced options retain the same vesting schedule as the
options that were replaced but may be exercised for a period of ten
years following the date of the repricing.
(4) The amount included under "All Other Compensation" represents the dollar
value of term life insurance premiums paid by the Company for the
benefit of such Named Officer.
EMPLOYEE BENEFIT PLANS
Each current Named Officer is entitled to participate in the Option
Plan. The Option Plan provides for the grant of options, stock purchase rights,
SARs and long-term performance awards.
The following table sets forth certain information with respect to stock
options granted during fiscal 1999 to the Named Officers. No SARs were granted
in fiscal 1999. In accordance with the rules of the Securities and Exchange
Commission, also shown below is the potential realizable value over the term of
the option (the period from the grant date to the expiration date) based on
assumed rates of stock appreciation from the option exercise price of 5% and
10%, compounded annually. These amounts are based on certain assumed rates of
appreciation and do not represent the Company's estimate of future stock price.
Actual gains, if any, on stock option exercises will be dependent on the future
performance of the Common Stock.
OPTION GRANTS IN FISCAL 1999
<TABLE>
<CAPTION>
Potential Realizable Value at
Assumed Annual Rates of Stock
Individual Grants Price Appreciation for Option Term
----------------- ----------------------------------
Percent of
Total
Number of Options
Securities Granted to Exercise
Underlying Employees or Base
Options in Fiscal Price Expiration
Name Granted (#) Year (3) ($/SH) Date 5% ($) 10% ($)
---- ----------- -------- ------ ---- ------ -------
<S> <C> <C> <C> <C> <C> <C>
Radu M. Vanco......... 22,315(1) N/A $0.1250 09/22/08 $ 1,754 $ 4,446
10,185(1) N/A $0.1250 09/22/08 $ 801 $ 2,029
30,000(1) N/A $0.1250 09/22/08 $ 2,358 $ 5,977
35,666(1) N/A $0.1250 09/22/08 $ 2,804 $ 7,105
50,000(1) N/A $0.1250 09/22/08 $ 3,931 $ 9,961
50,000(1) N/A $0.1250 09/22/08 $ 3,931 $ 9,961
55,000(1) N/A $0.1250 09/22/08 $ 4,324 $ 10,957
60,000(1) N/A $0.1250 09/22/08 $ 4,717 $ 11,953
100,000(2)(1) N/A $0.1250 09/22/08 $ 7,861 $ 19,922
1,000,000 21.6% $0.1250 12/08/08 $78,612 $199,218
Marc H. Cremer........ 25,000(1) N/A $0.1250 09/22/08 $ 1,965 $ 4,980
25,000(1) N/A $0.1250 09/22/08 $ 1,965 $ 4,980
50,000(1) N/A $0.1250 09/22/08 $ 3,931 $ 9,961
25,000(2)(1) N/A $0.1250 09/22/08 $ 1,965 $ 4,980
200,000 4.3% $0.1250 12/08/08 $15,722 $ 39,844
Bassam Khoury......... 25,000(1) N/A $0.1250 09/22/08 $ 1,965 $ 4,980
25,000(1) N/A $0.1250 09/22/08 $ 1,965 $ 4,980
2,482(1) N/A $0.1250 09/22/08 $ 195 $ 494
3,834(1) N/A $0.1250 09/22/08 $ 301 $ 764
2,000(1) N/A $0.1250 09/22/08 $ 157 $ 398
11,430(1) N/A $0.1250 09/22/08 $ 899 $ 2,277
10,000(1) N/A $0.1250 09/22/08 $ 786 $ 1,992
10,000(1) N/A $0.1250 09/22/08 $ 786 $ 1,992
10,000(1) N/A $0.1250 09/22/08 $ 786 $ 1,992
20,000(2)(1) N/A $0.1250 09/22/08 $ 1,572 $ 3,984
200,000 4.3% $0.1250 12/08/08 $15,722 $ 39,844
Gelu Voicu............ 15,000(1) N/A $0.1250 09/22/08 $ 1,179 $ 2,988
6,000(1) N/A $0.1250 09/22/08 $ 472 $ 1,195
7,500(1) N/A $0.1250 09/22/08 $ 590 $ 1,494
24,500(1) N/A $0.1250 09/22/08 $ 1,926 $ 4,881
10,000(1) N/A $0.1250 09/22/08 $ 786 $ 1,992
10,000(1) N/A $0.1250 09/22/08 $ 786 $ 1,992
</TABLE>
4
<PAGE> 5
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
10,000(1) N/A $0.1250 09/22/08 $ 786 $ 1,992
20,000(2)(1) N/A $0.1250 09/22/08 $ 1,572 $ 3,984
200,000 4.3% $0.1250 12/08/08 $15,722 $39,844
Thomas E. Gay III..... 60,000(4) 1.3% $0.6250 05/29/08 N/A N/A
60,000(5) N/A $0.1250 09/22/08 $ 4,717 $11,953
200,000 4.3% $0.1250 12/08/08 $15,722 $39,844
</TABLE>
- --------------
(1) Represents an option granted in September 1998 in replacement of a
previously outstanding option with an exercise price above 0.1250 in
connection with the repricing of such option.
(2) Represents options granted by the Board of Directors in April 1998 which
options were not previously reported due to the need at time of grant
for shareholder approval of an increase in the number of shares
available under the Company's stock option plan.
(3) The "Percent of Total Options Granted to Employees in Fiscal Year" has
been provided only as to options originally granted during fiscal 1999
and not as to repricings.
(4) The referenced options were originally granted in fiscal 1999 and were
subsequently repriced in the same fiscal year on September 22, 1998. The
grant constituting the repricing is reflected in the next entry in the
table. See note 5 below and the "Ten-Year Option Repricings" below. The
5% and 10% "Potential Realizable Value at Assumed Annual Rates of Stock
Price Appreciation for Option Term" have not been included since such
options were replaced by such repricing in the same fiscal year.
(5) This option constitutes the repricing of the option originally granted
during fiscal 1999 as reported in the preceding entry in this table. See
Note 4 above and "Ten-Year Option Repricings" below.
The following table sets forth information with respect to options
exercised in fiscal 1999 by the Named Officers and the value of unexercised
options at April 30, 1999.
AGGREGATE OPTION EXERCISES IN FISCAL 1999 AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
Number of Securities
Value Underlying Value of Unexercised
Shares Unexercised Options at In-the-Money Options at
Acquired April 30, 1999 (#) April 30, 1999 ($) (1)
on Exercise Received ---------------------------- ---------------------------
Name (#) ($) Exercisable Unexercisable Exercisable Unexercisable
---- --- --- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Radu M. Vanco .. 0 0 282,391 1,130,775 $ 61,773 $ 247,357
Marc H. Cremer . 0 0 52,081 272,917 $ 11,393 $ 59,701
Bassam Khoury .. 0 0 57,600 237,143 $ 12,600 $ 51,876
Gelu Voicu ..... 0 0 68,966 234,034 $ 15,086 $ 51,195
Thomas E Gay III 0 0 10,000 250,000 $ 2,188 $ 54,688
</TABLE>
- ----------
(1) Represents the market price at fiscal year end ($0.34375) less the
exercise price. For purposes of this calculation, the fiscal year end
market price of the shares is deemed to be the closing sale price of the
Company's Common Stock as reported on the Over-The-Counter Bulletin
Board market on April 30, 1999.
DIRECTOR COMPENSATION
In addition to options granted pursuant to the Company's stock option plans,
non-employee directors receive quarterly fees in an amount equal to $3,600 for
each quarter in which such director attends a Board meeting. See "Certain
Relationships and Related Transactions" for other payments and arrangements with
directors.
REPORT ON COMPENSATION OF EXECUTIVE OFFICERS
The following is a report of the Compensation Committee of the Board of
Directors of the Company (the "Committee") describing the compensation
philosophy and parameters applicable to the Company's executive officers with
respect to the compensation paid to such officers during fiscal 1999. The actual
compensation paid to the Named Officers during fiscal 1999 is shown in the
"Summary Compensation Table."
5
<PAGE> 6
The Committee is responsible for reviewing and approving the Company's
compensation policies and the actual compensation paid to the Company's
executive officers. At the end of fiscal 1999, the Committee was comprised of
two (2) of the non-employee directors, Hideyuki Tanigami and Patrick Verderico.
Compensation Philosophy. The general philosophy of the Company's
compensation program is to offer the Company's Chief Executive Officer and other
executive officers competitive compensation packages based upon both the
Company's performance as well as the individual's performance and contributions.
The Company's compensation policies are intended to motivate and reward highly
qualified executives for long-term strategic management and the enhancement of
stockholder value, to support a performance-oriented environment that rewards
achievement of specific internal Company goals and to attract and retain
executives whose abilities are critical to the long-term success and
competitiveness of the Company. This is further subject to the Company's
financial condition and results of operations. The Company's compensation
program is comprised of three main components, Base Salary, Bonus Plan and Stock
Options.
Base Salary. Base salary for executive officers is set annually by
reviewing the competitive pay practices of comparable companies, the skills and
performance level of the individual executives and the needs of the Company.
Bonus Plan. The Company's officers are eligible for bonuses under the
terms of individual bonus arrangements. When bonuses are given, they are based
upon the individual's achievement of specific corporate goals as well as the
individual's experience and contributions to the success of the Company.
During fiscal 1999, Messrs. Gay, Khoury, Vanco and Voicu received
bonuses. No other executive officer received a bonus during fiscal 1999. See
"Certain Relationships and Related Transactions."
Stock Options. The Committee believes that stock options provide
additional incentives to officers to work toward maximizing stockholder value.
The Committee views stock options as one of the more important components of the
Company's long-term, performance-based compensation philosophy. These options
are provided through initial grants at or near the date of hire and through
subsequent periodic grants based upon performance and promotions, as well as
additional grants to provide continuing motivation as earlier grants vest in
full. Options granted by the Company to its executive officers and other
employees have exercise prices equal to fair market value at the time of grant
and, generally, vest over a four-year period. In addition, on September 22, 1998
the Company repriced its outstanding option to the then current fair market
value of the Company's Common Stock.
Severance Arrangements. See Item 13 for a description of severance
arrangements for certain executive officers.
Compensation for the Chief Executive Officer. Mr. Vanco's base salary
was established at a level which the Committee determined to be similar to the
amounts paid by comparably sized companies. Effective December 1, 1998, Mr.
Vanco's base annual salary was increased to $325,000.
The Committee considers equity based compensation, in the form of stock
options, to be an important component of a Chief Executive Officer's
compensation. These grants are intended to motivate leadership for long-term
Company growth and profitability. During fiscal 1999, Mr. Vanco was granted
options to purchase 1,000,000 shares of the Company's Common Stock at the
exercise price of $0.125. In addition, options to purchase 100,000 shares of
stock previously granted by the Board in fiscal 1998 were approved by the
stockholders in fiscal year 1999.
Tax Deductibility of Executive Compensation. The Committee has
considered the potential impact of Section 162(m) of the Internal Revenue Code
adopted under the federal Revenue Reconciliation Act of 1993. This Section
disallows a tax deduction for any publicly-held corporation for individual
compensation exceeding $1,000,000 in any taxable year for any of the executive
officers named in the Proxy Statement, unless compensation is performance-based.
The Committee has studied the impact of Section 162(m) on the Company's Option
Plan.
THE COMPENSATION COMMITTEE
OF THE BOARD OF DIRECTORS
6
<PAGE> 7
Hideyuki Tanigami
Patrick Verderico
REPORT ON REPRICING OF OPTIONS
On September 22, 1998, the Board of Directors of the Company unanimously
approved resolutions authorizing the repricing of certain outstanding stock
options held by all then employees, including officers, and certain consultants
of the Company on the terms described below. The overall purpose of the
Company's stock option plan had been to attract and retain the services of the
Company's employees and to provide incentives to such persons to exert
exceptional efforts for the Company's success. The Committee concluded that the
decline in the market value of the Company's Common Stock had diminished the
value of the Company's stock option program as an element of the Company's
compensation arrangements. Accordingly, the Board approved the repricing program
described below.
All outstanding and unexercised options granted prior to September 22,
1998 with an exercise price above $0.125 per share, the closing price on
September 22, 1998, held by employees of the Company, including officers, and
certain consultants were repriced to the new price of $0.125. The expiration
date of the new repriced options is September 22, 2008.
THE BOARD OF DIRECTORS
Lionel M. Allan
Hideyuki Tanigami
Radu M. Vanco
Patrick Verderico
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
No executive officer of the Company serves as a member of the board of
directors or compensation committee of any entity which has one or more
executive officers serving as a member of the Company's Board of Directors.
During fiscal 1999, Messrs. Tanigami and Verderico served as the members of the
Compensation Committee of the Board of Directors. Mr. Tanigami, Chairman of the
Board of Directors was employed by the Company in various capacities from
October 1985 to April 1994 including the most recent position as Vice President
of Corporate Development. Mr. Vanco participated in the Board's final approval
of executive compensation matters.
TEN-YEAR OPTION REPRICINGS
The Named Officers of the Company received repriced stock options on May
14, 1994, December 3, 1996, January 15, 1998 and September 22, 1998 as follows:
<TABLE>
<CAPTION>
Length of
Original
Number of Market Option Term
Securities Price Exercise Remaining
Underlying of Stock Price at New at Date of
Option at Time of Time of Exercise Repricing
Name and Position Date Repriced (#) Repricing ($) Repricing ($) Price ($) (Months)
----------------- ---- ------------ ------------- ------------- --------- --------
<S> <C> <C> <C> <C> <C> <C>
Radu M. Vanco.................... September 22, 1998 100,000 $0.1250 $0.6875 $0.1250 116
President and Chief September 22, 1998 22,315 $0.1250 $1.0625 $0.1250 112
Executive Officer September 22, 1998 10,185 $0.1250 $1.0625 $0.1250 112
September 22, 1998 30,000 $0.1250 $1.0625 $0.1250 112
September 22, 1998 35,666 $0.1250 $1.0625 $0.1250 112
September 22, 1998 50,000 $0.1250 $1.0625 $0.1250 112
September 22, 1998 50,000 $0.1250 $1.0625 $0.1250 112
September 22, 1998 55,000 $0.1250 $1.0625 $0.1250 112
September 22, 1998 60,000 $0.1250 $1.0625 $0.1250 112
</TABLE>
7
<PAGE> 8
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
January 15, 1998 22,315 $1.0625 $ 1.9375 $1.0625 76
January 15, 1998 10,185 $1.0625 $ 1.9375 $1.0625 76
January 15, 1998 30,000 $1.0625 $ 1.9375 $1.0625 76
January 15, 1998 35,666 $1.0625 $ 1.9370 $1.0625 76
January 15, 1998 50,000 $1.0625 $ 2.6875 $1.0625 107
January 15, 1998 50,000 $1.0625 $ 2.6875 $1.0625 107
January 15, 1998 55,000 $1.0625 $ 2.6875 $1.0625 107
January 15, 1998 60,000 $1.0625 $ 1.5625 $1.0625 111
December 3, 1996 50,000 $2.6875 $ 5.2500 $2.6875 104
December 3, 1996 62,500 $2.6875 $ 7.2500 $2.6875 107
December 3, 1996 55,000 $2.6875 $ 6.0000 $2.6875 111
May 14, 1994 52,221 $1.9375 $ 6.3000 $1.9375 116
May 14, 1994 19,445 $1.9375 $ 5.7500 $1.9375 116
May 14, 1994 50,000 $1.9375 $ 5.7500 $1.9375 117
Marc H. Cremer................... September 22, 1998 25,000 $0.1250 $ 0.6875 $0.1250 116
Vice President of Strategic September 22, 1998 25,000 $0.1250 $ 1.0625 $0.1250 112
Business September 22, 1998 25,000 $0.1250 $ 1.0625 $0.1250 112
September 22, 1998 50,000 $0.1250 $ 1.0625 $0.1250 112
January 15, 1998 25,000 $1.0625 $ 2.3125 $1.0625 110
January 15, 1998 50,000 $1.0625 $ 1.6250 $1.0625 113
Bassam Khoury.................... September 22, 1998 20,000 $0.1250 $ 0.6875 $0.1250 116
Vice President of Marketing September 22, 1998 2,482 $0.1250 $ 1.0625 $0.1250 112
September 22, 1998 3,834 $0.1250 $ 1.0625 $0.1250 112
September 22, 1998 2,000 $0.1250 $ 1.0625 $0.1250 112
September 22, 1998 11,430 $0.1250 $ 1.0625 $0.1250 112
September 22, 1998 10,000 $0.1250 $ 1.0625 $0.1250 112
September 22, 1998 10,000 $0.1250 $ 1.0625 $0.1250 112
September 22, 1998 10,000 $0.1250 $ 1.0625 $0.1250 112
September 22, 1998 25,000 $0.1250 $ 1.0625 $0.1250 112
January 15, 1998 2,482 $1.0625 $ 1.9375 $1.0625 76
January 15, 1998 3,834 $1.0625 $ 1.9375 $1.0625 76
January 15, 1998 2,000 $1.0625 $ 1.9375 $1.0625 76
January 15, 1998 11,430 $1.0625 $ 2.6875 $1.0625 107
January 15, 1998 10,000 $1.0625 $ 2.6875 $1.0625 107
January 15, 1998 10,000 $1.0625 $ 2.6875 $1.0625 107
January 15, 1998 10,000 $1.0625 $ 2.6875 $1.0625 107
January 15, 1998 25,000 $1.0625 $ 1.6250 $1.0625 115
December 3, 1996 11,430 $2.6875 $ 4.1250 $2.6875 114
December 3, 1996 10,000 $2.6875 $ 7.2500 $2.6875 107
December 3, 1996 10,000 $2.6875 $ 5.0000 $2.6875 112
May 14, 1994 10,000 $1.9375 $ 5.7500 $1.9375 103
May 14, 1994 11,110 $1.9375 $ 5.7500 $1.9375 116
Gelu Voicu....................... September 22, 1998 20,000 $0.1250 $ 0.6875 $0.1250 116
Vice President of Product September 22, 1998 15,000 $0.1250 $ 1.0625 $0.1250 112
Engineering and September 22, 1998 6,000 $0.1250 $ 1.0625 $0.1250 112
Manufacturing September 22, 1998 7,500 $0.1250 $ 1.0625 $0.1250 112
September 22, 1998 24,500 $0.1250 $ 1.0625 $0.1250 112
September 22, 1998 10,000 $0.1250 $ 1.0625 $0.1250 112
September 22, 1998 10,000 $0.1250 $ 1.0625 $0.1250 112
September 22, 1998 10,000 $0.1250 $ 1.0625 $0.1250 112
January 15, 1998 15,000 $1.0625 $2.28125 $1.0625 117
January 15, 1998 6,000 $1.0625 $ 1.9375 $1.0625 76
January 15, 1998 7,500 $1.0625 $ 1.9370 $1.0625 76
January 15, 1998 24,500 $1.0625 $ 2.6875 $1.0625 107
January 15, 1998 10,000 $1.0625 $ 2.6875 $1.0625 107
January 15, 1998 10,000 $1.0625 $ 2.6875 $1.0625 107
January 15, 1998 10,000 $1.0625 $ 2.6875 $1.0625 107
December 3, 1996 24,500 $2.6875 $ 5.2500 $2.6875 104
December 3, 1996 10,000 $2.6875 $ 7.2500 $2.6875 107
December 3, 1996 10,000 $2.6875 $ 5.0000 $2.6875 112
May 14, 1994 8,000 $1.9375 $ 5.7500 $1.9375 115
Thomas E. Gay III................ September 22, 1998 60,000 $0.1250 $ 0.6250 $0.1250 117
Vice President, Finance and
Administration, and Chief
Financial Officer
</TABLE>
8
<PAGE> 9
PERFORMANCE GRAPH
The following line graph compares the annual percentage change in the
cumulative total stockholder return for the Company's Common Stock with the S&P
500 Index and the S&P Electronics (Semi/Components) Index for the period
commencing March 31, 1994 and ending on April 30, 1999. The graph assumes that
$100 was invested on March 31, 1994, and that all dividends are reinvested.
Historic stock price performance should not necessarily be considered indicative
of future stock price performance.
[PERFORMANCE GRAPH]
<TABLE>
<CAPTION>
Cumulative Total Return
--------------------------------------------------------------------------------
3/31/94 3/31/95 4/30/96 4/30/97 4/30/98 4/30/99
---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Catalyst Semiconductor, Inc. $ 100.00 $ 91.00 $ 123.00 $ 31.00 $ 15.00 $ 6.00
S & P 500 .................. $ 100.00 $ 116.00 $ 155.00 $ 194.00 $ 273.00 $ 333.00
S & P Electronics .......... $ 100.00 $ 120.00 $ 155.00 $ 306.00 $ 324.00 $ 474.00
(Semiconductors)
</TABLE>
Notwithstanding anything to the contrary set forth in any of the Company's
previous filings under the Securities Act of 1933, as amended, or the Securities
Exchange Act of 1934, as amended, which might incorporate future filings made by
the Company under those statutes, the preceding Report of the Compensation
Committee of the Board of Directors on Executive Compensation, the Report of the
Board of Directors on Option Repricing and the Performance Graph are not to be
incorporated by reference into any of those previous filings; nor is such report
or graph to be incorporated by reference into any future filings which the
Company may make under those statutes.
9
<PAGE> 10
CATALYST SEMICONDUCTOR, INC.
ITEM 12 OF PART III TO REGISTRANT'S FORM 10-K FOR THE YEAR ENDED MAY 2, 1999 IS
AMENDED IN ITS ENTIRETY TO READ AS FOLLOWS:
PART III
Item 12. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information known to the Company
with respect to beneficial ownership of the Company's Common Stock as of August
20, 1999 by (i) each beneficial owner of more than 5% of the Company's Common
Stock, (ii) each director, (iii) each Named Officer and (iv) all current
directors and executive officers as a group. Except as otherwise indicated, each
person has sole voting and investment power with respect to all shares shown as
beneficially owned, subject to community property laws where applicable.
<TABLE>
<CAPTION>
Shares Beneficially Owned
Number Percent
Name of Beneficial Owner of Shares of Total
------------------------ --------- --------
<S> <C> <C>
Elex N.V....................................... 5,500,000 39.4%
Transportstraat 1
B 3980
Tessenderlo, Belgium
Radu M. Vanco (1)............................. 311,662 2.2%
Lionel M. Allan (1)........................... 102,498 *
Hideyuki Tanigami (1)......................... 93,750 *
Patrick Verderico (1)......................... 27,500 *
Bassam Khoury (1)............................. 79,600 *
Gelu Voicu (1)................................ 92,356 *
Marc H. Cremer (1)............................ 80,705 *
Thomas E. Gay III.............................. 26,666 *
Irv Kovalik.................................... 0 *
Frank Reynolds................................. 0 *
All current directors and executive officers
as a group (10 persons) (2)............... 814,737 5.5%
</TABLE>
* Percentage of shares beneficially owned is less than one percent of
total.
10
<PAGE> 11
(1) Includes shares issuable upon exercise of stock options as of August 20,
1999 or within 60 days thereafter as follows:
<TABLE>
<S> <C>
Radu M. Vanco............... 311,081 shares at $0.1250
Lionel M Allan.............. 20,000 shares at $5.1250
7,500 shares at $5.0000
5,000 shares at $1.6875
2,500 shares at $0.90625
67,498 shares at $0.1250
Hideyuki Tanigami........... 5,000 shares at $1.6875
20,000 shares at $6.0000
2,500 shares at $0.90625
66,250 shares at $0.1250
Patrick Verderico........... 20,000 shares at $5.0000
5,000 shares at $1.6875
2,500 shares at $0.90625
Bassam Khoury............... 67,452 shares at $0.1250
Marc H. Cremer.............. 67,705 shares at $0.1250
Gelu Voicu.................. 78,310 shares at $0.1250
Thomas E. Gay III.......... 26,666 shares at $0.1250
</TABLE>
(2) Includes 774,962 shares issuable upon exercise of stock options as of
August 20, 1999 or within 60 days thereafter, held by Messrs. Vanco, Allan,
Tanigami, Verderico, Khoury, Cremer, Voicu and Gay as described in Note 1
above.
11
<PAGE> 12
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized, in the City of Sunnyvale
and State of California, on September 28, 1999.
CATALYST SEMICONDUCTOR, INC.
By: /s/ Radu M. Vanco
------------------------------
Radu M. Vanco
President, Chief Executive Officer and Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below by the following persons on behalf of Registrant
and in the capacities and on the dates indicated.
<TABLE>
<S> <C>
Date: September 28, 1999 By: /s/ Radu M. Vanco
------------------ ------------------------------
Radu M. Vanco
President, Chief Executive Officer and Director
(Principal Executive Officer)
Date: September 28, 1999 By: *
------------------ -------------------------------
Thomas E. Gay III
Vice President of Finance and Administration
and Chief Financial Officer
(Principal Financial and Accounting Officer)
Date: September 28, 1999 By: *
------------------ -------------------------------
Lionel M. Allan
Director
Date: September 28, 1999 By: *
------------------ -------------------------------
Patrick Verderico
Director
* /s/ Radu M. Vanco
---------------------
By: Radu M. Vanco
Attorney-in Fact
</TABLE>
12
