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As filed with the Securities and Exchange Commission on November 1, 2000
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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CATALYST SEMICONDUCTOR, INC.
(Exact name of registrant as specified in its charter)
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<S> <C>
DELAWARE 77-0083129
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
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1250 BORREGAS AVENUE, SUNNYVALE, CA 94089
(Address of principal executive offices) (Zip Code)
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CATALYST SEMICONDUCTOR, INC. STOCK OPTION PLAN
CATALYST SEMICONDUCTOR, INC. 1993 DIRECTOR STOCK OPTION PLAN
CATALYST SEMICONDUCTOR, INC. EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plans)
RADU M. VANCO
President and Chief Executive Officer
CATALYST SEMICONDUCTOR, INC.
1250 Borregas Avenue, Sunnyvale, CA 94089
(Name and address of agent for service)
(408) 542-1000
(Telephone number, including area code, of agent for service)
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Copy to:
PETER COHN
ORRICK, HERRINGTON & SUTCLIFFE LLP
1020 Marsh Road
Menlo Park, CA 94025
(650) 614-7400
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
TITLE OF SECURITIES AMOUNT MAXIMUM MAXIMUM
TO BE TO BE OFFERING PRICE AGGREGATE AMOUNT OF
REGISTERED REGISTERED(1)(2) PER SHARE(3) OFFERING PRICE(3) REGISTRATION FEE
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Common Stock, $0.001 par value 2,500,000 $1.54 $3,850,000 $1,016.40
(Stock Option Plan)
Common Stock, $0.001 par value 450,000 $1.54 $ 693,000 $ 182.95
(1993 Director Stock Option Plan)
Common Stock, $0.001 par value 500,000 $7.39 $3,695,000 $ 975.48
(Employee Stock Purchase Plan)
--------------------------------- ---------------- ------------- ------------------ ----------------
TOTAL 3,450,000 $2,147.83
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(1) Pursuant to Rule 429 of the 1933 Act, the Prospectus delivered to
participants in connection with this Registration Statement is for use
with respect to shares covered by Registration Statements Nos.
333-62636, 333-10041 and 333-92449 and this Registration Statement and
associated rights.
(2) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under any of the Plans by reason of
any stock dividend, stock split, recapitalization or other similar
transaction effected without the Registrant's receipt of consideration
which results in an increase in the number of the Registrant's
outstanding shares of Common Stock.
(3) Calculated solely for purposes of this offering under Rule 457(h) of
the Securities Act of 1933, as amended (the "1933 Act"). With respect
to 4,731,252 shares which are subject to outstanding options to
purchase common stock of the Registrant under the referenced plans, the
Proposed Maximum Offering Price Per Share was estimated pursuant to
Rule 457(h) under which Rule the per share price of options to purchase
stock under an employee stock option plan may be estimated by reference
to the exercise price of such options. The weighted average exercise
price of the 4,731,252 shares subject to outstanding options under the
referenced plans to be registered is $1.54. With respect to 3,632,486
shares of the Registrant's common stock available for future grant
under the referenced plans, the Proposed Maximum Offering Price Per
Share was estimated pursuant to Rule 457(c) whereby the per share price
was determined by reference to the average between the high and low
price reported in the Nasdaq Smallcap Market on October 19, 2000, which
average was $ 7.39. The numbers referenced above in the column entitled
"Proposed Maximum Aggregate Offering Price Per Share" represents a
weighted average of the foregoing estimates calculated in accordance
with Rules 457(h) and 457(c).
This Registration Statement shall become effective immediately upon filing with
the Securities and Exchange Commission, and sales of the registered securities
will begin as soon as reasonably practicable after such effective date.
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GENERAL INFORMATION
This Registration Statement is being filed for the purpose of increasing
the number of securities of the same class as other securities for which a
Registration Statement relating to the Stock Option Plan, 1993 Director Stock
Option Plan and 1998 Special Equity Incentive Plan has been previously filed.
Pursuant to Instruction E of the General Instructions to Form S-8, the contents
of the Registrant's Registration Statements on Form S-8 filed on May 11, 1993
(SEC File No. 333-62636), August 12, 1996 (SEC File No. 333-10041) and December
10, 1999 (SEC File No. 333-92449) are incorporated herein by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The Registrant hereby incorporates by reference into this Registration
Statement the following documents previously filed with the Securities and
Exchange Commission (the "Commission"):
a. The Registrant's Annual Report on Form 10-K for the fiscal year
ended April 30, 2000, filed with the Commission on July 27, 2000
(with an amendment filed on August 2, 2000);
b. The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended July 31, 2000, filed with the Commission on
September 14, 2000; and
c. The Registrant's Registration Statement on Form 8-A filed with
the Commission on March 24, 1993, which provides a description
of the Registrant's Common Stock, including any amendments or
reports filed for the purpose of updating such description.
All documents subsequently filed pursuant to Section 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934 (the "1934 Act") after the date
of this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which de-registers all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any subsequently filed
document which also is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
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Item 6. Indemnification of Directors and Officers
Section 145 of the General Corporation Law of the State of Delaware (the
"Delaware Law") provides for the indemnification of directors, officers,
employees and other agents under certain circumstances. The Registrant's Bylaws
(the "Bylaws") require it to indemnify each of its officers and directors to the
fullest extent permitted by the Delaware Law against certain expenses,
judgments, fines, settlements, and other amounts actually and reasonably
incurred in connection with any proceeding arising by reason of the fact that
such person is or was an agent of Catalyst Semiconductor. In addition, the
Bylaws grant the Registrant the power to indemnify its employees and agents
under certain circumstances to the fullest extent permitted by Delaware Law
against certain expenses, judgments, fines, settlements and other amounts
actually and reasonably incurred in connection with any proceeding arising by
reason of the fact that such person is or was an agent of Catalyst
Semiconductor.
Article IX of the Registrant's Restated Certificate of Incorporation
provides that, to the fullest extent permitted by Delaware Law, the Registrant's
directors shall not be personally liable to Catalyst Semiconductor or the
Registrant's stockholders for monetary damages for breach of fiduciary duty as a
director.
The Registrant maintains directors' and officers' liability insurance
policies insuring its directors and officers against certain liabilities and
expenses incurred by them in their capacities as such, and insuring Catalyst
Semiconductor under certain circumstances, in the event that indemnification
payments are made by the Registrant to such directors and officers.
The Registrant has entered into indemnification agreements with its
officers and directors, pursuant to which the Registrant is obligated to
indemnify each officer and director against certain claims and expenses for
which the officer or director might be held liable.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
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Exhibit Number Exhibit
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5.1 Opinion and Consent of Orrick, Herrington & Sutcliffe LLP.
23.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants.
23.2 Consent of Orrick, Herrington & Sutcliffe LLP is contained in Exhibit 5.1.
24.1 Power of Attorney is included on the signature page of this Registration Statement.
99.1 Stock Option Plan.
99.2 1993 Director Stock Option Plan.
99.3 Catalyst Semiconductor, Inc Employee Stock Purchase Plan.
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Item 9. Undertakings
A. The Registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
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(i) to include any prospectus required by Section 10(a)(3) of the 1933
Act;
(ii) to reflect in the prospectus any facts or events arising after the
effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change
in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;
provided, however, that clauses (1)(i) and (1)(ii) shall not apply if the
information required to be included in a post-effective amendment by those
clauses is contained in periodic reports filed by Catalyst Semiconductor, Inc.
pursuant to Section 13 or Section 15(d) of the 1934 Act that are incorporated by
reference into this Registration Statement.
(2) that for the purpose of determining any liability under the 1933 Act each
such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(3) to remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of
the offering.
B. The Registrant hereby undertakes that, for purposes of determining
any liability under the 1933 Act, each filing of our annual report pursuant to
Section 13(a) or Section 15(d) of the 1934 Act that is incorporated by reference
into this Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
C. Insofar as indemnification for liabilities arising under the 1933
Act may be permitted to directors, officers or controlling persons of Catalyst
Semiconductor, Inc. pursuant to the indemnification provisions summarized in
Item 6 or otherwise, the Registrant has been advised that, in the opinion of the
Commission, such indemnification is against public policy as expressed in the
1933 Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by Catalyst
Semiconductor, Inc. of expenses incurred or paid by a director, officer, or
controlling person of Catalyst Semiconductor, Inc. in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the 1933 Act and will be governed by the final adjudication of such
issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Sunnyvale, State of California on this 1st day
of November 2000.
CATALYST SEMICONDUCTOR, INC.
(REGISTRANT)
By: /s/ Radu M. Vanco
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Radu M. Vanco
President, Chief Executive Officer
and Director
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Radu M. Vanco, his
attorney-in-fact, with the power of substitution, for him in any and all
capacities, to sign any amendments to this Registration Statement on Form S-8,
and to file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that each of said attorneys-in-fact, or his substitute or
substitutes, may do or cause to be done by virtue hereof.
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Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
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SIGNATURES TITLE DATE
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/s/ Radu M. Vanco President, Chief Executive Officer November 1, 2000
---------------------------------------- (Principal Executive Officer) and Director
Radu M. Vanco
/s/ Thomas E. Gay III Vice President, Finance and Administration November 1, 2000
---------------------------------------- and Chief Financial Officer (Principal Financial
Thomas E. Gay III Officer and Principal Accounting Officer)
/s/ Lionel M. Allan Director November 1, 2000
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Lionel M. Allan
/s/ Hideyuki Tanigami Director November 1, 2000
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Hideyuki Tanigami
/s/ Roland Duchatelet Director November 1, 2000
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Roland Duchatelet
/s/ Cynthia M. Butitta Director November 1, 2000
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Cynthia M. Butitta
/s/ Glen G. Possley Director November 1, 2000
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Glen G. Possley
Director
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Henry C. Montgomery
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
TO
FORM S-8
UNDER THE
SECURITIES ACT OF 1933
CATALYST SEMICONDUCTOR, INC.
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EXHIBIT INDEX
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EXHIBIT NUMBER EXHIBIT
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5.1 Opinion and Consent of Orrick, Herrington & Sutcliffe LLP.
23.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants.
23.2 Consent of Orrick, Herrington & Sutcliffe LLP is contained in Exhibit 5.1.
24.1 Power of Attorney is included on the signature page of this Registration Statement.
99.1 Stock Option Plan.
99.2 1993 Director Stock Option Plan.
99.3 Catalyst Semiconductor, Inc Employee Stock Purchase Plan.
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