-----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, EjYi8j+vhri4SKbIazQqw8Hly5LcMKDc0vqpJkR3NVroJ7QlQ+UaGNNlQ+LJ016P z0Czmgrd9gX4e874WLCHMQ== 0000891618-99-004368.txt : 19991227 0000891618-99-004368.hdr.sgml : 19991227 ACCESSION NUMBER: 0000891618-99-004368 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990502 FILED AS OF DATE: 19990928 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: 10-K/A SEC ACT: SEC FILE NUMBER: 000-21488 FILM NUMBER: 99719053 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 10-K/A 1 AMENDMENT NO. 2 TO FORM 10-K DATED MAY 2, 1999 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) Delaware 77-0083129 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.)
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 $8 million (based upon the average of the closing bid and asked price for shares of Registrant's Common Stock as reported by the OTC Bulletin Board for the last trading date prior to that date). Shares of Common Stock held by each officer, director and holder of 5% or more of the outstanding Common Stock (including shares with respect to which a holder has the right to acquire beneficial ownership within 60 days) have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes. The number of shares of Registrant's Common Stock outstanding as of September 24, 1999 was 14,050,028. 2 CATALYST SEMICONDUCTOR, INC. PART III Item 11. Executive Compensation....................................................... Page 3 Item 12. Security Ownership of Certain Beneficial Owners and Management............... Page 10 Signatures.............................................................................. Page 12
2 3 CATALYST SEMICONDUCTOR, INC. ITEM 11 OF PART III TO REGISTRANT'S FORM 10-K FOR THE YEAR ENDED MAY 2, 1999 IS AMENDED IN ITS ENTIRETY TO READ AS FOLLOWS: ITEM 11. EXECUTIVE COMPENSATION The following table shows the compensation paid by the Company in fiscal 1999, 1998 and 1997 to (i) the Company's Chief Executive Officer and (ii) the four most highly compensated officers other than the Chief Executive Officer who served as executive officers at April 30, 1999 (collectively, the "Named Officers"). SUMMARY COMPENSATION TABLE
Annual Compensation Long Term Compensation ------------------------ --------------------------------------------- Awards Payouts ------ -------------------- Other All Annual Restricted Securities Other Compen- Stock Underlying LTIP Compensa- Name and Principal Fiscal sation Awards Options Payouts tion Position Year Salary ($) Bonus ($) ($) ($) (#) ($) ($) (4) -------- ---- ---------- --------- --- --- --- --- ------- 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
- ---------- (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 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
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% ($) ---- ----------- -------- ------ ---- ------ ------- 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
4 5 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 $39,844
- -------------- (1) Represents an option granted in September 1998 in replacement of a previously outstanding option with an exercise price above 0.1250 in connection with the repricing of such option. (2) Represents options granted by the Board of Directors in April 1998 which options were not previously reported due to the need at time of grant for shareholder approval of an increase in the number of shares available under the Company's stock option plan. (3) The "Percent of Total Options Granted to Employees in Fiscal Year" has been provided only as to options originally granted during fiscal 1999 and not as to repricings. (4) The referenced options were originally granted in fiscal 1999 and were subsequently repriced in the same fiscal year on September 22, 1998. The grant constituting the repricing is reflected in the next entry in the table. See note 5 below and the "Ten-Year Option Repricings" below. The 5% and 10% "Potential Realizable Value at Assumed Annual Rates of Stock Price Appreciation for Option Term" have not been included since such options were replaced by such repricing in the same fiscal year. (5) This option constitutes the repricing of the option originally granted during fiscal 1999 as reported in the preceding entry in this table. See Note 4 above and "Ten-Year Option Repricings" below. The following table sets forth information with respect to options exercised in fiscal 1999 by the Named Officers and the value of unexercised options at April 30, 1999. AGGREGATE OPTION EXERCISES IN FISCAL 1999 AND FISCAL YEAR-END OPTION VALUES
Number of Securities Value Underlying Value of Unexercised Shares Unexercised Options at In-the-Money Options at Acquired April 30, 1999 (#) April 30, 1999 ($) (1) on Exercise Received ---------------------------- --------------------------- Name (#) ($) Exercisable Unexercisable Exercisable Unexercisable ---- --- --- ----------- ------------- ----------- ------------- 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
- ---------- (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 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 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 $0.125. The expiration date of the new repriced options is September 22, 2008. THE BOARD OF DIRECTORS Lionel M. Allan Hideyuki Tanigami Radu M. Vanco Patrick Verderico COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION No executive officer of the Company serves as a member of the board of directors or compensation committee of any entity which has one or more executive officers serving as a member of the Company's Board of Directors. During fiscal 1999, Messrs. Tanigami and Verderico served as the members of the Compensation Committee of the Board of Directors. Mr. Tanigami, Chairman of the Board of Directors was employed by the Company in various capacities from October 1985 to April 1994 including the most recent position as Vice President of Corporate Development. Mr. Vanco participated in the Board's final approval of executive compensation matters. TEN-YEAR OPTION REPRICINGS The Named Officers of the Company received repriced stock options on May 14, 1994, December 3, 1996, January 15, 1998 and September 22, 1998 as follows:
Length of Original Number of Market Option Term Securities Price Exercise Remaining Underlying of Stock Price at New at Date of Option at Time of Time of Exercise Repricing Name and Position Date Repriced (#) Repricing ($) Repricing ($) Price ($) (Months) ----------------- ---- ------------ ------------- ------------- --------- -------- 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
7 8 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
8 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]
Cumulative Total Return -------------------------------------------------------------------------------- 3/31/94 3/31/95 4/30/96 4/30/97 4/30/98 4/30/99 ---------- ---------- ---------- ---------- ---------- ---------- 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)
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 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.
Shares Beneficially Owned Number Percent Name of Beneficial Owner of Shares of Total ------------------------ --------- -------- 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%
* Percentage of shares beneficially owned is less than one percent of total. 10 11 (1) Includes shares issuable upon exercise of stock options as of August 20, 1999 or within 60 days thereafter as follows: 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
(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 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. 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
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