Catalyst Semiconductor (CATS) 10-K/A 2002 FY Annual report (amended)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

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 April 28, 2002

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
(State or other jurisdiction of
incorporation or organization) 7-0083129
(I.R.S. Employer
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. [X]

         The aggregate market value of voting stock held by non-affiliates of Registrant, as of July 19, 2002, was approximately $34 million (based upon the closing bid for shares of Registrant’s Common Stock as reported by the Nasdaq SmallCap Market for 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 July 19, 2002 was 16,838,268.

DOCUMENTS INCORPORATED BY REFERENCE

         None.

TABLE OF CONTENTS

PART III
	Item 11. Executive Compensation
PART IV
	Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
SIGNATURES
CERTIFICATIONS
INDEX TO EXHIBITS
EXHIBIT 23.1
EXHIBIT 99.1
EXHIBIT 99.2

CATALYST SEMICONDUCTOR, INC.

PART III

Item 11. Executive Compensation	Page 2
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K	Page 7
Signatures	Page 8
Certifications	Page 9
Index to Exhibits	Page 11

EXPLANATORY NOTE

The Registrant hereby amends and restates in their entirety Items 11 and 14 of its Report on Form 10-K for the fiscal year ended April 28, 2002 as filed with the Securities and Exchange Commission on July 29, 2002. Item 11 is being amended and restated to correct certain data included in the “Option Grants in Fiscal 2001” table. Because we are otherwise amending this Report on Form 10-K, we are also amending Item 14 to add Exhibits 99.1 and 99.2 in connection with the filing of this Report on Form 10-K/A. This Report on Form 10-K/A does not otherwise reflect any event occurring subsequent to the filing of the original Report on Form 10-K, or modify or update those disclosures in any way other than as required to reflect the amendment and restatement of Items 11 and 14.

PART III

Item 11. Executive Compensation

         The following table shows the compensation paid by us in Fiscal 2002, 2001 and 2000 to (i) our Chief Executive Officer and (ii) our four most highly compensated officers other than the Chief Executive Officer who served as executive officers at April 30, 2002 (collectively, Named Officers).

Summary Compensation Table

				Annual Compensation				Long Term Compensation
										Awards		Payouts
								Other
								Annual		Restricted		Securities				All Other
Name and Principal		Fiscal						Compen-		Stock		Underlying		LTIP		Compensa-
Position		Year		Salary ($)		Bonus ($)		sation ($)(1)		Awards ($)		Options (#)		Payouts ($)		tion ($) (2)
Radu M. Vanco			2002	$	344,500		—	$	11,500		—		300,000		—	$	253
	President, Chief		2001		344,500	$	391,869		8,400		—		500,000		—		276
	Executive Officer and		2000		337,500		422,500		8,400		—		—		—		288
	Chairman of the Board
Gelu Voicu			2002		200,000		—		11,500		—		120,000		—		196
	Vice President, Engineering		2001		197,788		160,417		8,400		—		100,000		—		276
	and Manufacturing		2000		164,349		157,500		1,400		—		—		—		288
Thomas E. Gay III			2002		165,000		—		11,500		—		80,000		—		175
	Vice President, Finance and		2001		149,536		133,058		8,400		—		75,000		—		251
	Administration and Chief		2000		130,000		97,500		5,600		—		—		—		288
	Financial Officer
Irvin W. Kovalik			2002		157,165		—		11,500		—		80,000		—		493
	Vice President, Sales		2001		156,923		81,408		8,400		—		75,000		—		792
			2000		150,000		126,874		8,400		—		—		—		702
Barry Wiley			2002		150,000		13,966		—		—		60,000		—		921
	Vice President,		2001		150,000		8,885		—		—		50,000		—		792
	Marketing		2000		90,196		—		—		—		—		—		—

(1)

Amounts included under “Other Annual Compensation” represent the dollar value of car allowances paid by us for the benefit of such Named Officer for Fiscal 2002, 2001 and 2000.

(2)

Amounts included under “All Other Compensation” represent the dollar value of term life insurance premiums paid by us for the benefit of such Named Officer for Fiscal 2002, 2001 and 2000 as follows: Mr. Vanco — $253, $276 and $288 respectively for life insurance; Mr. Voicu — $196, $276 and $288 respectively for life insurance; Mr. Gay — $175, $251 and $288 respectively for life insurance; Mr. Kovalik — $493, $792 and $702 respectively for life insurance; and Mr. Wiley — $921, $792 and $0 respectively for life insurance.

Employee Benefit Plans

         Each current Named Officer is entitled to participate in our Stock Option Plan (Option Plan). The Option Plan provides for the grant of options, stock purchase rights, Stock Appreciation Rights (SARs) and long-term performance awards.

         The following table sets forth certain information with respect to stock options granted during Fiscal 2002 to the Named Officers. No SARs were granted in Fiscal 2002. 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 our 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 2002

								Potential Realizable Value at
								Assumed Annual Rates of Stock
	Individual Grants(1)							Price Appreciation for Option Term
			Percent of Total
	Number of		Options
	Securities		Granted to			Exercise
	Underlying		Employees in			or Base		Expiration
Name	Options Granted (#)		Fiscal Year (2)			Price ($/SH)		Date		5% ($)		10% ($)
Radu M. Vanco		300,000		18.3	%	$	1.73		9/26/2011	$	385,037	$	920,527
Gelu Voicu		120,000		7.3		$	1.73		9/26/2011		154,015		368,211
Thomas E. Gay III		80,000		4.9		$	1.73		9/26/2011		102,676		245,474
Irv Kovalik		80,000		4.9		$	1.73		9/26/2011		102,676		245,474
Barry Wiley		60,000		3.7		$	1.73		9/26/2011		77,007		184,105

(1)

No Stock Appreciation Rights were granted to the Named Executive Officers in Fiscal 2002. The options granted in Fiscal 2002 vest 1/3rd on the date of grant and the remaining 2/3rd vest ratably each month over the next 36-month period. The options have a 10-year term, but are subject to earlier termination in connection with a termination of employment. See also “—Employment Agreements and Change-in-Control Arrangements” for a description of certain acceleration provisions which may be applicable to these options under certain circumstances.

(2)

We granted stock options representing 1,643,500 shares to employees in Fiscal 2002.

         The following table sets forth information with respect to options exercised in Fiscal 2002 by the Named Officers and the value of unexercised options at April 30, 2002.

Aggregate Option Exercises in Fiscal 2002 and Fiscal Year-End Option Values

					Number of Securities Underlying				Value of Unexercised
					Unexercised Options at				In-the-Money Options at
					April 30, 2002 (#)				April 30, 2002(1)
	Shares Acquired		Value
Name	on Exercise (#)		Realized ($)		Exercisable		Unexercisable		Exercisable		Unexercisable
Radu M. Vanco		695,942	$	1,851,340		249,651		635,073	$	134,495	$	618,224
Gelu Voicu		200,000		533,000		158,031		189,969		178,925		158,125
Thomas E Gay III		0		0		270,157		139,843		560,135		140,715
Irv Kovalik		25,000		97,775		133,908		146,092		195,669		157,431
Barry Wiley		0		0		109,359		142,641		150,321		169,479

(1) Represents the per share market price at fiscal year end ($2.80) less the exercise price per share. For purposes of this calculation, the fiscal year end market price of the shares is deemed to be the closing sale price of our Common Stock as reported on the Nasdaq SmallCap Market on April 26, 2002.

Compensation of Directors

         During the first two quarters of Fiscal 2002, our non-employee directors, currently consisting of Messrs. Allan, Duchâtelet, Montgomery and Possley and Ms. Butitta, each received quarterly fees in an amount equal to $6,250 for each quarter (or $25,000 on an annualized basis) in which they attended a Board meeting (with the exception of our lead independent director, Mr. Possley, who received a fee of $12,500 per quarter (or $50,000 on an annualized basis)), plus $2,500 per each Board meeting attended and $1,000 for each committee meeting attended which was scheduled on a date other than a Board meeting date. During the third and fourth quarters of Fiscal 2002, the Board reduced the director fees to a flat fee of $7,500 per quarter (with the exception of the lead independent director fee which is $13,750 per quarter). Our directors are also reimbursed for reasonable out-of-pocket expenses incurred in connection with attendance at such meetings.

         Each of our non-employee directors is entitled to participate in our 1993 Director Stock Option Plan (Director Option Plan) by receiving automatic annual grants of our Common Stock. Each of our non-employee directors received a grant of an option to purchase 15,000 shares on May 1, 2001 under the Director Option Plan and each such director was also granted an option to purchase 10,000 shares of our Common Stock on May 3, 2001 pursuant to our 1998 Special Equity Incentive Plan. Additionally, on September 27, 2001, each non-employee director was granted an option to purchase 50,000 shares of our Common Stock pursuant to the 1998 Special Equity Incentive Plan, which options were granted in lieu of the automatic annual grant that each such director would have received on May 1, 2002. All options granted prior to May 1, 2000 under the Director Option Plan are subject to cumulative yearly vesting as to one-third of the total grant on each anniversary of the date of grant and terminate five years from the date of grant unless terminated sooner upon termination of the optionee’s status as a director or otherwise pursuant to the Director Option Plan. Grants made under the Director Option Plan subsequent to May 1, 2000 are subject to monthly vesting for a period of thirty-six months and terminate ten years from the date of grant unless terminated sooner upon termination of the optionee’s status as a director or otherwise pursuant to the Director Option Plan. The grants made on September 27, 2001 from the 1998 Special Equity Incentive Plan vested one-third immediately with the balance vesting monthly over the ensuing 36 months. Under the terms of our Director Option Plan and pursuant to Change of Control Agreements entered into or to be entered into with our non-employee directors, all outstanding options (under the Director Options Plan, the 1998 Special Equity Incentive Plan or otherwise) that are unvested on the date of the change of control will automatically become fully exercisable and vested and will remain exercisable until the earlier of three years after the change of control or the expiration of the option’s term.

Employment Contracts and Change-in-Control Arrangements

         We entered into an employment agreement with Mr. Vanco in May 1998. This agreement has a four-year term which commenced effective as of August 1, 1998 and will expire effective as of July 31, 2002. We are currently in negotiations with Mr. Vanco with respect to entering into a new employment agreement. We entered into severance agreements with each of our executive officers as follows: Mr. Gay in June 1998, Mr. Kovalik in May 1999, Mr. Wiley in September 1999, Mr. Voicu in April 2001 and Mr. Sorin Georgescu, our Vice President of Technology in November 2001. The severance agreements with Mssrs. Gay, Kovalik and Wiley were extended through the end of April 2003 pursuant to an Extension to Severance Agreement entered into with each such officer effective as of February 2002. These agreements entitle such officers to certain severance payments in the event of a termination as a result of a merger, sale or change in ownership of Catalyst (Change of Control) and certain other benefits upon any involuntary termination by us without cause (Involuntary Termination). Pursuant to the terms and conditions of the employment and severance agreements described above, such individuals will receive the following benefits:

         (a)  Mr. Vanco — for an Involuntary Termination following a Change of Control he shall receive severance payments equal to one times his current compensation (base salary plus bonus accrued in the year of termination) if terminated; for an Involuntary Termination apart from a Change of Control he shall receive a severance payment equal to his current compensation; upon a Change of Control or his death or Involuntary Termination, all stock options become immediately vested and remain exercisable for a period of three years following any such death or Involuntary Termination;

         (b)  Mr. Voicu — for an Involuntary Termination following a Change of Control he shall receive a severance payment equal to one hundred percent (100%) of his current compensation (base salary plus bonus accrued in the year of termination); and all unvested stock options become immediately vested and remain exercisable for a period of three years following such termination; for an Involuntary Termination apart from a Change of Control he shall receive a severance payment equal to fifty percent (50%) of his current compensation; and all vested stock options remain exercisable for a period of one year following such Involuntary Termination (or his death); and

         (c)  Messrs. Gay, Georgescu, Kovalik and Wiley — for an Involuntary Termination following a Change of Control, each shall receive a severance payment equal to fifty percent (50%) of his annual salary and all unvested stock options become immediately vested and remain exercisable for a period of three years following such termination; for an Involuntary Termination apart from a Change of Control each shall receive a severance payment equal to twenty-five percent (25%) of his annual salary and all vested stock options remain exercisable for a period of one year following such Involuntary Termination (or his death).

         For the purposes of determining the severance payments described above, salary is generally defined as the annual salary payable to an officer for the fiscal year in which such officer’s termination occurs plus any guaranteed bonus.

Compensation Committee Interlocks and Insider Participation

         None of our executive officers 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 our Board of Directors. During Fiscal 2002, Messrs. Allan and Possley and Ms. Butitta served as the members of the Compensation Committee of the Board of Directors. Mr. Vanco participated in the Board’s final approval of executive compensation matters (except as to those matters pertaining to his own compensation and with respect to equity grants to the Named Officers).

Board Compensation Committee Report On Executive Compensation

         The following is a report of the Compensation Committee of our Board of Directors (Committee) describing the compensation philosophy and policies applicable to our executive officers with respect to the compensation paid to such officers during Fiscal 2002. The actual compensation paid to the Named Officers during Fiscal 2002 is shown in the “Summary Compensation Table.”

         The Committee is responsible for reviewing and approving our compensation policies and the actual compensation paid to our executive officers. At the end of Fiscal 2002, the Committee was comprised of three (3) of the non-employee directors, Messrs. Allan and Possley and Ms. Butitta.

         Compensation Philosophy. The general philosophy of our compensation program is to offer our Chief Executive Officer and other executive officers competitive compensation packages based upon both our performance as well as the individual’s performance and contributions. Our 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 our specific internal goals and to attract and retain executives whose abilities are critical to our long-term success and competitiveness. This is further subject to our financial condition and results of operations. Our 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 our needs.

         Bonus Plan. Our officers are eligible for bonuses under the terms of individual bonus arrangements. When bonuses are given, they are based upon our performance and financial condition, the individual’s achievement of specific corporate goals as well as the individual’s experience and contributions to our success. During Fiscal 2002, as a result of our performance, none of our executive officers received a bonus.

         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 our 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 us to our 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.

         Severance Arrangements. See “Item 13. Certain Relationships and Related Transactions” 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 and comparably performing companies. Effective May 1, 2000, Mr. Vanco’s base annual salary was increased to $344,500.

         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 our long-term growth and profitability. Options to purchase 300,000 shares of our Common Stock were granted to Mr. Vanco in Fiscal 2002.

         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 our Option Plan and believes that options granted under or equity compensation plans to our officers will meet the requirements for qualifying as performance-based. The Committee therefore believes that Section 162(m) will not affect the tax deductions available to us with respect to the compensation of our executive officers. It is the Committee’s policy to qualify, to the extent reasonable, our executive officers’ compensation for deductibility under applicable tax law. However, if competitive or business circumstances warrant we may in the future pay compensation to our executive officers that may not be deductible.

THE COMPENSATION COMMITTEE OF THE
BOARD OF DIRECTORS

Cynthia M. Butitta, Lionel M. Allan
and Glen G. Possley

Performance Graph

         The following line graph compares the annual percentage change in the cumulative total stockholder return for our Common Stock with the S&P 500 Index and the S&P Electronics (Semiconductors) Index for the period commencing April 30, 1997 and ending on April 30, 2002. The graph assumes that $100 was invested on April 30, 1997 and that all dividends are reinvested. Historic stock price performance should not necessarily be considered indicative of future stock price performance.

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
AMONG CATALYST SEMICONDUCTOR, INC., THE S & P 500 INDEX
AND THE S & P SEMICONDUCTORS INDEX

*$100 invested on 4/30/97 in stock or index-including reinvestment of dividends. Fiscal year ending April 30. Copyright © 2002, Standard & Poor’s, a division of The McGraw-Hill Companies, Inc. All rights reserved.
www.researchdatagroup.com/S&P.htm

	Cumulative Total Return
	4/30/97		4/30/98		4/30/99		4/30/00		4/30/01		4/30/02
Catalyst Semiconductor, Inc.	$	100.00	$	48.15	$	17.78	$	451.85	$	250.67	$	165.93
S & P 500		100.00		141.07		171.85		189.26		164.71		143.91
S & P Electronics (Semiconductors)		100.00		105.81		155.01		368.00		172.41		140.72

         Notwithstanding anything to the contrary set forth in any our 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 us under those statutes, the preceding Report of the Compensation Committee of the Board of Directors on Executive Compensation, the Audit Committee Report 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 we may make under those statutes.

PART IV

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a)(1)	Financial Statements
	See Index to Consolidated Financial Statements on page F-1 hereof.
(a)(2)	Financial Statement Schedules
	Schedule II — Valuation and Qualifying Accounts.
	All other schedules are omitted because they are not required or the required information is shown in the financial statements or notes thereto.
(b)	Reports on Form 8-K

     Catalyst filed one report on Form 8-K filed during the quarter ended April 30, 2002 to report the repurchase of shares of its common stock from Elex NV.

(c) Exhibits

     The exhibits listed in the accompanying Index to Exhibits are filed or incorporated by reference as part of this Report on Form 10-K/A (Amendment No. 1).

SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) 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.

CATALYST SEMICONDUCTOR, INC.
By:	/s/ Thomas E. Gay IIIThomas E. Gay III Vice President of Finance and Administration and Chief Financial Officer

Date: November 14, 2002

         Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on November 14, 2002.

Signature	Title
/s/ Gelu Voicu Gelu Voicu	President, Chief Executive Officer and Director (Principal Executive Officer)
/s/ Thomas E. Gay III Thomas E. Gay III	Vice President of Finance and Administration and Chief Financial Officer (Principal Financial and Accounting Officer)
Lionel M. Allan* Lionel M. Allan	Director
Cynthia M. Butitta* Cynthia M. Butitta	Director
Roland M. Duchâtelet* Roland M. Duchâtelet	Director
Henry C. Montgomery* Henry C. Montgomery	Director
Glen G. Possley* Glen G. Possley	Director
Radu M. Vanco* Radu M. Vanco	Director
*/s/ Thomas E. Gay III Thomas E. Gay III,Attorney-in-Fact

CERTIFICATIONS

I, Gelu Voicu, certify that:

1.	I have reviewed this quarterly report on Form 10-K/A of Catalyst Semiconductor, Inc.;
2.	Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; and

Date: November 14, 2002

/s/ Gelu Voicu

Gelu Voicu
President and Chief Executive Officer
(Principal Executive Officer)

I, Thomas E. Gay, certify that:

1.	I have reviewed this quarterly report on Form 10-K/A of Catalyst Semiconductor, Inc.;
2.	Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; and

Date: November 14, 2002

/s/ Thomas E. Gay III

Thomas E. Gay III
Chief Financial Officer
(Principal Financial Officer)

INDEX TO EXHIBITS

Exhibit
No.			Description
3.2	(11)		Restated Certificate of Incorporation of Registrant.
3.4	(10)		Bylaws of Registrant.
4.1	(5)		Preferred Shares Rights Agreement, dated as of December 3, 1996, between Catalyst Semiconductor, Inc. and First National Bank of Boston, including the Certificate of Designation of Rights, Preferences and Privileges of Series A Participating Preferred Stock, the Form of Rights Certificate and the Summary of Rights attached thereto as Exhibits A, B and C respectively.
4.2	(19)		Amendment No. 1 to Preferred Shares Rights Agreement dated as of May 22, 1998 between Registrant and BankBoston, N. A., as rights agent.
4.3	(19)		Amendment No. 2 to Preferred Shares Rights Agreement dated as of September 14, 1998 between Registrant and BankBoston, N. A., as rights agent.
4.4	(18)		Amendment No. 3 to Preferred Shares Rights Agreement dated as of September 27, 2001 between Registrant and EquiServe Trust Company N.A., as rights agent.
4.5	(19)		Amendment No. 4 to Preferred Shares Rights Agreement dated as of July 17, 2002 between Registrant and EquiServe Trust Company N.A., as rights agent.
10.7	(11)	*	Stock Option Plan.
10.8	(16)	*	1993 Employee Stock Purchase Plan.
10.9	(16)	*	1993 Director Stock Option Plan.
10.12	(1)		Distributor Agreement dated February 1990 between Arrow Electronics, Inc. and Registrant.
10.15	(1)		Irrevocable License Agreement dated May 8, 1988 between Seiko Instruments, Inc. and Registrant.
10.16	(1)		64 KBIT CMOS EEPROM, 1M BIT CMOS EEPROM and 256 KBIT CMOS EEPROM Consulting and Design Work Agreement dated March 26, 1986 between OKI Electric Industry Co., Ltd. and the Registrant.
10.17	(1)		FLASH EEPROM Development and License Agreement dated July 18, 1988 between OKI Electric Co., Ltd. and Registrant.
10.27	(1)	*	Form of Indemnification Agreement entered into by Registrant with each of its directors and executive officers.
10.34	(2)		Wafer Supply Agreement dated February 24, 1995 between OKI Electric Industry Co., Ltd. and the Registrant.
10.36	(3)	†	License Agreement dated August 18, 1995 between Intel Corporation and Registrant.
10.38	(4)		Standard Industrial Lease dated March 22, 1996 between Marin County Employees Retirement Association and Registrant.
10.39	(4)	†	Master Agreement dated February 7, 1996 between United Microelectronics Corporation and the Registrant.

Exhibit
No.			Description
10.41	(4)	†	Amendment dated May 20, 1996 to the Wafer Supply Agreement dated February 24, 1994 between OKI Electric Industry Co., Ltd. and Registrant.
10.49	(6)		Loan and Security Agreement dated June 19, 1997 between Coast Business Credit, a division of Southern Pacific Thrift & Loan Association (Coast) and Registrant.
10.51	(6)		Commercial Security Agreement dated April 1, 1998 between Registrant and Oki Electric Industry Co., Ltd.
10.52	(6)		Wafer Purchase Agreement dated March 23, 1998 between Registrant and Trio-Tech International PTE LTD with Variation Agreement dated April 16, 1998 between Registrant and Trio-Tech.
10.59	(6)	*	Severance Agreement dated June 1, 1998 between Thomas E. Gay III and Registrant.
10.61	(6)		Common Stock Purchase Agreement dated as of May 26, 1998 between Registrant and Elex N. V. (Elex) with Standstill Agreement dated as of May 26, 1998 between Registrant and Elex.
10.62	(6)		Letter Agreement dated August 6, 1998 between Coast and Registrant concerning default and forbearance under the Company’s bank agreements.
10.63	(7)	*	Agreement dated August 14, 1995 between Registrant and Lionel M. Allan (Amendment).
10.64	(8)		Common Stock Purchase Agreement dated as of September 14, 1998 between Registrant and Elex NV with Standstill Agreement dated as of September 14, 1998 between Registrant and Elex, NV.
10.65	(8)		Letter Agreement dated September 21, 1998 between Coast Business Credit and Registrant concerning forbearance under the Company’s Bank Agreement.
10.67	(12)	*	Modification dated January 1, 1999 of Consulting Agreement dated August 14, 1995 between the Company and Allan Advisors, Inc.
10.68	(13)		Amendment No. One to Loan and Security Agreement dated as of April 21, 1999 between Registrant and Coast Business Credit, a division of Southern Pacific Bank.
10.69	(16)		1998 Special Equity Incentive Plan.
10.70	(14)	*	Employment Agreement dated August 18, 1998 between Radu Vanco and Registrant.
10.71	(14)	*	Severance Agreement dated May 11, 1999 between Irv Kovalik and Registrant.
10.72	(15)	*	Severance Agreement dated May 11, 1999 between Frank Reynolds and Registrant.
10.73	(15)	*	Consulting Agreement dated January 1, 2000 between Hideyuki Tanigami and Registrant.
10.74	(15)	*	Amendment to Consulting Agreement dated June 23, 2000 between Hideyuki Tanigami and Registrant.
10.75	(17)	*	Extension of Consulting Agreement dated June 7, 2001 between Allan Advisors, Inc. and Registrant.
10.76	(17)	*	Severance Agreement dated September 21, 1999 between Barry Wiley and Registrant.
10.77	(19)	*	Severance Agreement dated April 26, 2001 between Gelu Voicu and Registrant.

Exhibit
No.			Description
10.78	(19)	*	Severance Agreement dated November 8, 2001 between Sorin Georgescu and Registrant.
10.79	(19)	*	Extension to Severance Agreement dated as of February 27, 2002 between Thomas E. Gay and Registrant.
10.80	(19)	*	Extension to Severance Agreement dated as of February 27, 2002 between Irv Kovalik and Registrant.
10.81	(19)	*	Extension to Severance Agreement dated as of February 27, 2002 between Barry Wiley and Registrant.
10.82	(19)	*	Extension to Severance Agreement dated as of February 27, 2002 between Frank Reynolds and Registrant.
10.83	(18)		Stock Purchase Agreement dated April 19, 2002 between Elex NV and Registrant.
10.84	(19)		Form of Change of Control Agreement between Registrant and its non-employee directors.
21.1	(1)		List of Subsidiaries of Registrant.
23.1			Consent of Independent Accountants.
99.1			Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.2			Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(1)	Incorporated by reference to Registrant’s Registration Statement on Form S-1 filed with the Commission on May 11, 1993 (File No. 33-60132), as amended.
(2)	Incorporated by reference to Registrant’s Form 10-K filed for the year ended March 31, 1995.
(3)	Incorporated by reference to Registrant’s Form 10-Q filed for the quarter ended September 30, 1995.
(4)	Incorporated by reference to Registrant’s Form 10-K filed for the year ended April 30, 1996.
(5)	Incorporated by reference to Exhibit 1 to Registrant’s Form 8-A filed on January 22, 1997.
(6)	Incorporated by reference to Registrant’s Form 10-K filed for the year ended May 3, 1998.
(7)	Incorporated by reference to Registrant’s Form 10-K/A (Am. No. 1) filed for the year ended May 3, 1998.
(8)	Incorporated by reference to Registrant’s Form 10-Q filed for the quarter ended August 2, 1998.
(9)	Incorporated by reference to Registrant’s Form 10-Q filed for the quarter ended November 1, 1998.
(10)	Incorporated by reference to Registrant’s Form 10-Q/A (Am. No. 1) filed for the quarter ended November 1, 1998.
(11)	Incorporated by reference to an Appendix to Registrant’s Definitive Proxy Statement filed December 18, 1998.
(12)	Incorporated by reference to Registrant’s Form 10-Q filed for the quarter ended January 21, 1999.

(13)	Incorporated by reference to Registrant’s Form 8-K, Date of Report: April 15, 1999.
(14)	Incorporated by reference to Registrant’s Form 10-K filed for the year ended May 2, 1999.
(15)	Incorporated by reference to Registrant’s Form 10-K filed for the year ended April 30, 2000.
(16)	Incorporated by reference to an Appendix to Registrant’s Definitive Proxy Statement previously filed July 27, 2000.
(17)	Incorporated by reference to Registrant’s Form 10-K filed for the year ended April 30, 2001.
(18)	Incorporated by reference to Registrant’s Form 8-K filed April 30, 2002.
(19)	Incorporated by reference to Registrant’s Form 10-K filed for the year ended April 28, 2002.
†	Confidential treatment has been granted as to a portion of this Exhibit. Such portion has been redacted and filed separately with the Securities and Exchange Commission.
*	Constitutes a management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 14(c) of Form 10-K.