Catalytica (CTAL) 8-K Current report

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT: November 17, 1999

CATALYTICA, INC.
(Exact name of Registrant as specified in its charter)

0-20966
(Commission File Number)

Delaware	94-2262240
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification Number)

430 Ferguson Drive
Mountain View, California 94043
(Address of principal executive offices)

(650) 960-3000
(Registrant's telephone number, including area code)

ITEM 5.       OTHER EVENTS

     On September 20, 1999, pursuant to an Amended and Restated Agreement and Plan of Reorganization dated as of July 14, 1999 (the " Merger Agreement") by and among Catalytica, Inc. (" Catalytica" or the "Company"), Pilot Acquisition Corporation ("Merger Sub"), a wholly-owned subsidiary of Catalytica and Wyckoff Chemical Company, Inc. ("Wyckoff"), Catalytica consummated a merger with Wyckoff by means of a merger of Merger Sub into Wyckoff (the "Merger"), with Wyckoff remaining as the surviving corporation in the Merger. As a result of the Merger, Wyckoff became a wholly-owned subsidiary of Catalytica. The Merger qualifies as a pooling of interests for financial reporting purposes, in accordance with generally accepted accounting principles.

     In order to satisfy requirements under the Merger Agreement, the Company is filing herewith combined results for a 31-day period from October 1 to October 31, 1999 of Catalytica. The financial results file herewith are for one month only and are not indicative of results for the Quarter ended December 31, 1999, or for any other period.

CATALYTICA, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS *
(in thousands, except per share amounts)

		Month Ended October 31, 1999	Ten Months Ended October 31, 1999
Revenues:
	Product sales	$36,393	$332,140
	Research revenues	1,521	18,269
Total revenues		37,914	350,409
Costs and expenses:
	Cost of product sales	28,908	264,366
	Research and development	3,460	33,594
	Selling, general and administrative	2,120	22,408
Total costs and expenses		34,488	320,368
Operating income		3,426	30,041
Interest expense, net		(418)	(4,715)
Gain (loss) on joint ventures		0	(1,133)
Income taxes		(486)	(4,334)
Net income		$ 2,522	$19,859
Net income per share:
Basic		$  0.04	$    0.35
Diluted		$  0.04	$    0.29
Shares used in computing net income per share:
Basic		57,676	57,558
Diluted		63,970	63,873

* Note: The results for all periods presented reflect the acquisition of Wyckoff Chemical Company which has been accounted for as a pooling of interests and was completed on September 20, 1999.

CATALYTICA, INC.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS *
(in thousands)

			October 31, 1999	December 31, 1998
ASSETS:
	Cash and short-term investments		$ 57,556	$ 46,462
	Accounts and notes receivable, net		35,131	40,012
	Inventory		91,743	96,303
	Other current assets		4,828	4,740
		Total current assets	189,258	187,517
	Property and equipment, net		211,538	192,367
	Other assets		2,316	3,177
			$403,112	$383,061
LIABILITIES AND STOCKHOLDERS’ EQUITY:
	Current liabilities		$ 61,909	$ 55,156
	Current portion of long-term debt		11,880	15,500
		Total current liabilities	73,789	70,656
	Long-term debt		68,165	73,461
	Other long-term liabilities		4,961	4,921
	Minority interest		41,000	41,000
	Class A and B common stock		97,079	97,079
	Stockholders’ equity		118,118	95,944
			$403,112	$383,061

* Note: The results for all periods presented reflect the acquisition of Wyckoff Chemical Company which has been accounted for as a pooling of interests and was completed on September 20, 1999.

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CATALYTICA, INC.

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 thereunto duly authorized.

Date: November 17, 1999	CATALYTICA, INC. (Registrant)
	By: /s/ LAWRENCE W. BRISCOE Lawrence W. Briscoe Vice President and Chief Financial Officer Signing on behalf of the registrant and as principal financial officer