-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, L98yIW7fbU/hScLU2vVbNl63ydf4N5q+RK6dV1LEkYdhdG1mJCsgYvX9adjERTC4 NfTu0a7uHnk+MEP6u7v5wg== 0000891618-02-002058.txt : 20020430 0000891618-02-002058.hdr.sgml : 20020430 ACCESSION NUMBER: 0000891618-02-002058 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20020425 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020430 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CATALYST SEMICONDUCTOR INC CENTRAL INDEX KEY: 0000899636 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 770083129 STATE OF INCORPORATION: DE FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21488 FILM NUMBER: 02626503 BUSINESS ADDRESS: STREET 1: 1250 BORREGAS AVE CITY: SUNNYVALE STATE: CA ZIP: 94089 BUSINESS PHONE: 4085421000 MAIL ADDRESS: STREET 1: 1250 BORREGAS AVE CITY: SUNNYVALE STATE: CA ZIP: 94089 8-K 1 f81158e8-k.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): APRIL 25, 2002 CATALYST SEMICONDUCTOR, INC. (Exact name of registrant as specified in its charter) 0-21488 (Commission File Number) DELAWARE 77-0083129 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation) 1250 BORREGAS SUNNYVALE, CALIFORNIA 94089 (Address of principal executive offices, with zip code) (408) 542-1000 (Registrant's telephone number, including area code) ITEM 5. OTHER EVENTS. On April 29, 2002, Catalyst Semiconductor, Inc. (the "Company") issued a press release, the text of which is attached hereto as Exhibit 99.1, announcing that the Company has completed its repurchase of 1,500,000 shares of common stock of the Company at a price of $3.1255 per share from Elex N.V., or Elex, a Belgian holding company, in a private transaction. The repurchase was completed on April 25, 2002. Prior to completion of the repurchase, Elex owned approximately 29.7% of the Company's outstanding shares and it continues to hold 4.0 million shares of the Company's common stock. Mr. Roland Duchatelet, the Chairman, CEO and a major shareholder of Elex, serves as a member of the Company's Board of Directors. The terms of the repurchase are more fully set forth in the Stock Transfer Agreement attached hereto as Exhibit 10.77. Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits.
Exhibit Number Description ------- ----------- 10.77 Stock Transfer Agreement dated April 19, 2002 by and between Catalyst Semiconductor, Inc. and Elex N.V. 99.1 Press Release of Catalyst Semiconductor, Inc. dated April 29, 2002.
-2- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: April 29, 2002 CATALYST SEMICONDUCTOR, INC. By: /s/ Radu M. Vanco ----------------------- Chairman of the Board of Directors, President and Chief Executive Officer -3- Exhibit Index
Exhibit Number Description ------- ----------- 10.77 Stock Transfer Agreement dated April 19, 2002 by and between Catalyst Semiconductor, Inc. and Elex N.V. 99.1 Press Release of Catalyst Semiconductor, Inc. dated April 29, 2002.
EX-10.77 3 f81158ex10-77.txt EXHIBIT 10.77 EXHIBIT 10.77 STOCK TRANSFER AGREEMENT This Stock Transfer Agreement (the "Agreement") is made and entered into as of April 19, 2002, by and between Elex N.V., a Belgian corporation ("Transferor") and Catalyst Semiconductor, Inc., a Delaware corporation ("Transferee"). AGREEMENT The parties hereby agree as follows: 1. TRANSFER AND SALE. Subject to the terms and conditions of this Agreement, Transferor agrees to transfer and sell 1,500,000 shares of Common Stock of Transferee standing in Transferor's name on Transferee's books and represented by Certificate No(s). FBU 1598 (the "Shares") to Transferee, and Transferee agrees to purchase the Shares from Transferor, as of the Closing Date (as defined below), at a purchase price of US $3.1255 per share. 2. CLOSING. The transfer and sale of the Shares pursuant to this Agreement shall occur simultaneously with the execution of this Agreement by the parties or as soon thereafter as possible (the "Closing Date"). On the Closing Date, Transferor shall deliver to Transferee the original certificate or certificates representing the Shares, registered in the name of Transferor, duly endorsed by Transferor for transfer to Transferee or accompanied by an Assignment Separate from Certificate in the form attached to this Agreement as Exhibit A executed by Transferor in favor of Transferee (and guaranteed by bank or gold medallion signature or such other method as is required by Transferee's transfer agent in order to facilitate the transfer of the Shares) against payment of the aggregate purchase price for the Shares of $4,688,250, which shall be paid by wire transfer to an account designated by Transferor. 3. REPRESENTATIONS AND WARRANTIES OF TRANSFEROR. In connection with the transfer of the Shares to Transferee, Transferor hereby represents and warrants that: (a) Transferor is the sole beneficial owner of the Shares; (b) Transferor owns the Shares free and clear of any liens or encumbrances (other than restrictions on transfer under applicable state and federal laws and any restrictions under the Original Agreements (as defined below)); (c) Transferor has good and marketable title to the Shares and the right and authority to sell the Shares to the Transferee pursuant to this Agreement and without any third party consent; (d) All corporate action on the part of Transferor necessary for the authorization, execution and delivery of this Agreement, the performance of all obligations of the Transferor hereunder, including delivery of the Shares, and this Agreement when executed by Mr. Duchatelet on behalf of Transferor, shall constitute valid and legally binding obligations of Transferor, enforceable against Transferor in accordance the terms of this Agreement; (e) Transferor has complied and shall continue to comply with all of its obligations contained in the Original Agreements; and (f) Transferor will cooperate with Transferee in the completion and filing of all applicable filings which may be required to be made with the Securities and Exchange Commission in connection with this transaction pursuant to the Exchange Act of 1934, as amended. 4. REMAINING SHARES. The transfer and sale of the Shares by Transferor to Transferee pursuant to the terms of this Agreement shall in no way alter any of Transferor's obligations which are set forth in (i) the Common Stock Purchase Agreement dated as of May 3, 1998 entered into by and between Transferor and Transferee; (ii) the Common Stock Purchase Agreement dated as of September 14, 1998 entered into by and between Transferor and Transferee; and (iii) the Amended and Restated Standstill Agreement by and between Transferor and Transferee dated as of September 14, 1998 (collectively, the "Original Agreements") including without limitation, with respect to any of the remaining four million (4,000,000) shares of Transferee's Common Stock which were purchased by Transferor pursuant to the Original Agreements and which continue to be held by Transferor and any shares of Transferee's Common Stock that are purchased on and after the Closing Date in accordance with the Original Agreements (the "Standstill Shares"). Further, in no way shall Transferee's execution of this Agreement constitute a waiver by Transferee with respect to any rights it may have with respect to the Standstill Shares pursuant to the Original Agreements. 5. MISCELLANEOUS. (a) GOVERNING LAW. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of California, without giving effect to principles of conflicts of law. (b) ENTIRE AGREEMENT; AMENDMENT. Except as expressly set forth herein, this Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter herein and merges all prior discussions between them. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing signed by the parties to this Agreement. (c) NOTICES. Any notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient when delivered personally or sent by fax (as evidenced by sender's confirmation receipt) or forty-eight (48) hours after being deposited in the U.S. mail, as certified or registered mail, with postage prepaid, and addressed to the party to be notified at such party's address as set forth below or as subsequently modified by written notice. (d) COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. The parties have executed this Stock Transfer Agreement as of the date first set forth above. ELEX N.V. /s/ Roland Duchatelet ------------------------------------ By: Roland Duchatelet Its: Chairman of the Board CATALYST SEMICONDUCTOR, INC. /s/ Radu M. Vanco ------------------------------------ By: Radu M. Vanco Its: President and Chief Executive Officer SIGNATURE PAGE TO STOCK TRANSFER AGREEMENT EXHIBIT A ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED and pursuant to that certain Stock Transfer Agreement by and between the undersigned ("Transferor") and Catalyst Semiconductor, Inc. (the "Company") dated April 19, 2002 (the "Agreement"), Transferor hereby sells, assigns and transfers unto the Company 1,500,000 shares of the Common Stock of the Company standing in Transferor's name on the Company's books and represented by Certificate No(s). FBU 1598, and does hereby irrevocably constitute and appoint EquiServe Trust Company N.A. to transfer said stock on the books of the Company with full power of substitution in the premises. Dated: Signature: ELEX N.V. -------------------------------- By: Roland Duchatelet Its: Chairman of the Board EX-99.1 4 f81158ex99-1.txt EXHIBIT 99.1 EXHIBIT 99.1 CATALYST SEMICONDUCTOR REPURCHASES 1.5 MILLION SHARES FROM INVESTOR IN PRIVATE TRANSACTION SUNNYVALE, CALIF., APRIL 29, 2002--Catalyst Semiconductor, Inc. (NASDAQ:CATS) (or the "Company") today announced that it has completed the repurchase of 1.5 million shares of its common stock held by Elex N.V., a Belgian holding company, in a private transaction. Prior to this repurchase, Elex owned approximately 29.7% of the Company's outstanding shares. Elex continues to hold another 4.0 million shares of Catalyst Semiconductor common stock. Mr. Roland Duchatelet, the Chairman and CEO of Elex, serves as a member of Company's Board of Directors. The stock transfer agreement entitled Catalyst Semiconductor to a five percent discount from the April 19, 2002 closing price of the Company's common stock listed on the Nasdaq SmallCap Market, and the repurchase was completed at $3.1255 per share. The company will convert the purchased shares to treasury stock, thereby reducing its shares outstanding to approximately 17 million out of 45 million authorized shares. "Last September, our board authorized the repurchase of up to 1.5 million shares of the Company's common stock in the open market and in negotiated transactions. Through the quarter ended January 31st, we had only repurchased 193,700 shares. Therefore, with approximately $29 million of cash and cash equivalents on hand, management and the board felt our assets were more than sufficient to fund the Company's operations and that this opportunity to repurchase a large block of our shares at a discount from the market price represented an attractive use of a portion of our excess cash. We believe that the resulting reduction in our capitalization will enhance value to the benefit of our stockholders," said Radu Vanco, Chairman and Chief Executive Officer. ABOUT CATALYST SEMICONDUCTOR Founded in 1985, Catalyst Semiconductor, Inc. is headquartered in Sunnyvale, California. The Company designs and markets a broad range of programmable products including Flash Memories, Serial and Parallel EEPROMs with I2C, SPI and Microwire interfaces, NVRAM, Digitally Programmable Potentiometers, Microcontroller Supervisory circuits and other programmable Mixed Signal products. Catalyst products are used in telecommunications, networking systems, computation, automotive, industrial and consumer markets. Typical applications include optical networks, modems, wireless LANs, network cards, PC BIOS, DIMM modules, cellular telephones, digital satellite box receivers, set-top boxes and Internet routers. Catalyst's Quality Management System is ISO 9001 certified. For additional information about Catalyst Semiconductor, visit our web site at www.catalyst-semiconductor.com FORWARD LOOKING STATEMENTS Some of the statements in this press release may be forward-looking. Actual results could differ materially from those expressed in any forward-looking statements. Factors which could cause actual results to differ from expectations include the following: economic conditions in the market generally and in the semiconductor industry specifically, volatility in supply and demand affecting revenues and market prices, price and availability of silicon foundry, assembly and test subcontract capacity required to meet financial targets and/or meet backlog requirements, risks and delays associated with bringing up new production capabilities with deliveries from subcontractors, timing and market acceptance of new products, increased expenses associated with new product introductions or process changes, delays in developing or achieving volume production of new products, which can result in delays or failure to contribute to revenues and profits, ability of the Company to maintain its customer and vendor base and delays in and/or inability in raising additional capital. Additional information concerning factors that could cause actual results to differ materially from those in the forward-looking statements is contained under the heading "Certain Factors That May Affect the Company's Future Results of Operations" listed from time to time in Catalyst's SEC reports, including but not limited to the report on Form 10-K for the year ended April 30, 2001 and Form 10-Q for the quarters ended July 31, 2001, October 31, 2001 and January 31, 2002. The forward-looking statements contained in this release are made as of the date hereof, and Catalyst does not assume any obligation to update such statements nor the reasons why actual results could differ materially from those projected in such statements. -----END PRIVACY-ENHANCED MESSAGE-----