1 U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 --------------------------------- NOTIFICATION OF LATE FILING SEC FILE NUMBER 0-21488 --------------------------------- --------------------------------- CUSIP NUMBER 148881-10-5 --------------------------------- (Check One) [ ] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q and Form 10-QSB [ ] Form N-SAR For Period Ended: November 1, 1998 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ] Transition Report on Form N-SAR For the Transition Period Ended: ________________________ If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: Part I --Registrant Information Catalyst Semiconductor, Inc. - -------------------------------------------------------------------------------- Full Name of Registrant - -------------------------------------------------------------------------------- Former Name if Applicable 1250 Borregas Avenue - -------------------------------------------------------------------------------- Address of Principal Executive Office (Street and Number) Sunnyvale, California 94089 - -------------------------------------------------------------------------------- City, State and Zip Code 2 Part II - Rules 12b-25(b) and (c) If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate) [ X ] (a) The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; [ X ] (b) The subject annual report, semi-annual report, transition report on Form 10 K, Form 20-F, 11-K, Form N-SAR, or portion thereof will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and [ ] (c) The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. Part III - Narrative State below in reasonable detail the reasons why the Form 10-K and Form 10-KSB, 20F, 11-K, 10-Q and Form 10-QSB, N-SAR, or the transition report or portion thereof, could not be filed within the prescribed period. (Attach Extra Sheets if Needed) In March 1998, Registrant's Chairman, President and Chief Executive Officer resigned at the Company's request and the former Chief Operating Officer was appointed President and Chief Executive Officer. In May 1998, Registrant's Chief Financial Officer resigned at the Company's request and an individual from outside Registrant was appointed Chief Financial Officer. As a result of these changes in senior management and the required transitions, substantial additional time was required to locate and gather information to prepare the quarterly financial statements and to perform other activities necessary to complete the Quarterly Report on Form 10-Q for the fiscal quarter ended August 2, 1998. The new management and staff continues to work to locate the requisite documentation and to complete the tasks necessary to finalize the quarterly financial statements, and to implement systems to make such information more readily available. As a result, the Quarterly Report on Form 10-Q could not be filed when due on December 16, 1998. Part IV - Other Information (1) Name and telephone number of person to contact in regard to this notification Thomas E. Gay III (408) 542-1040 ----------------- ----------- ------------------ (Name) (Area Code) (Telephone Number) (2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). X Yes No --- --- (3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? Yes X No --- --- If so: attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. -2- 3 CATALYST SEMICONDUCTOR, INC (Name of Registrant as specified in charter) has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized. Date: December 16, 1998 By /s/ Thomas E. Gay III --------------------------------- Thomas E. Gay III Vice President, Finance and Administration, and Chief Financial Officer -3-